SIXTH AMENDMENT TO FINANCING AND SECURITY AGREEMENT

         THIS  SIXTH  AMENDMENT  TO  FINANCING  AND  SECURITY   AGREEMENT  (this
"Agreement")  is made as of the  26th  day of  June,  1998 by and  among  ARGUSS
HOLDINGS,  INC.,  a  Delaware  corporation  ("Arguss"),   WHITE  MOUNTAIN  CABLE
CONSTRUCTION CORP., a Delaware  corporation  ("White  Mountain"),  CONCEPTRONIC,
INC., a Delaware  corporation  ("Conceptronic";  together  with Arguss and White
Mountain,  the  "Borrowers"  and each a  "Borrower")  and  NATIONSBANK,  N.A., a
national banking association, its successors and assigns (the "Lender").

                                    RECITALS

         A.  _______  The  Lender  has  made  certain  loans  available  to  the
Borrowers,  which Loans are  governed by that  certain  Financing  and  Security
Agreement by and among the  Borrowers  and the Lender dated  September 11, 1997,
which  Financing  and  Security  Agreement  has been amended by (i) that certain
First  Amendment to Financing and Security  Agreement  dated October 6, 1997, by
and among the Borrowers and the Lender, (ii) by that certain Second Amendment to
Financing  and Security  Agreement  dated as of January 2, 1998 by and among the
Borrowers and the Lender, (iii) by that certain Third Amendment to Financing and
Security  Agreement  dated as of May __, 1998 by and among the Borrowers and the
Lender,  (iv) by  that  certain  Fourth  Amendment  to  Financing  and  Security
Agreement dated as of May __, 1998 by and among the Borrowers and the Lender and
(v) by that certain Fifth Amendment to Financing and Security Agreement dated as
of May 31, 1998


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by and among the Borrower and the Lender (the Financing and Security  Agreement,
as amended from time to time is hereinafter called, the "Financing Agreement").

         B. _______ All capitalized  terms used herein and not otherwise defined
shall have the meanings given to such terms in the Financing Agreement.

         C. _______ The Borrowers  have  requested  that the Lender (i) increase
the maximum principal amount of the Facility 3 Loan, (ii) extend the maturity of
the  Facility  4, and (iii) make a line of credit for term  loans  ("Facility  8
Loan")  to  the  White  Mountain  Borrowers  to  be  asked  to  finance  capital
expenditures  in  the  maximum   principal   amount  of  Seven  Million  Dollars
($7,000,000)  and the Lender has agreed,  on the condition,  among others,  that
this Agreement be executed and delivered by the Borrowers.

         NOW, THEREFORE, in consideration of the premises, the mutual agreements
herein  contained,  and other good and valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  Borrowers  and the Lender
hereby agree as follows:

         1. _______ RECITALS.  The parties hereto acknowledge and agree that the
above  Recitals  are  true  and  correct  in all  respect  and that the same are
incorporated herein and made a part hereof by reference.

         2. _______ DEFINED TERMS. From and after the effective date hereof, the
definitions of "Eligible Receivable",  "Eligible Receivables",  "Facility 4 Loan
Borrowing Base", "Loan",  "Loans",  "Note" and "Notes" set forth in Section 1.01
of the Financing  Agreement are hereby amended and restated in their entirety as
follows:

                  "Eligible   Receivable"   means   an   Eligible   Conceptronic
         Receivable or Eligible White Mountain  Receivable,  as the case may be,
         and "Eligible Receivables" mean collectively, the Eligible Conceptronic
         Receivables and the Eligible White Mountain Receivables.


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                  "Facility 4 Loan  Borrowing  Base" means the sum of (a) eighty
         percent  (80%) of the book value of Eligible  Conceptronic  Receivables
         (the  "Conceptronic  Receivable  Borrowing  Base") and (b) thirty  five
         percent (35%) of the book value of Eligible Inventory,  which shall not
         exceed at any time the Conceptronic Receivable Borrowing Base.

                  "Loan"  means  a  Facility  1 Loan,  a  Facility  2 Loan,  any
         Facility 2 Term Loan,  a Facility 3 Loan, a Facility 4 Loan, a Facility
         5 Loan, a Facility 6 Loan, a Facility 7 Loan, a Facility 8 Loan, or any
         Facility 8 Term Loan, as the case may be, and "Loans" mean the Facility
         1 Loan, the Facility 2 Loan,  each Facility 2 Term Loan, the Facility 3
         Loan,  the Facility 4 Loan,  the Facility 5 Loan,  the Facility 6 Loan,
         the Facility 7 Loan, the Facility 8 Loan and any Facility 8 Term Loan.

                  "Note"  means the Facility 1 Note,  the Facility 2 Note,  each
         Facility 2 Term Note,  the Facility 3 Note,  the  Facility 4 Note,  the
         Facility 5 Note, the Facility 6 Note, the Facility 7 Note, the Facility
         8 Note or each  Facility 8 Term Note,  as the case may be, and  "Notes"
         mean  collectively  the  Facility 1 Note,  the  Facility  2 Note,  each
         Facility 2 Term Note,  the Facility 3 Note,  the  Facility 4 Note,  the
         Facility 5 Note, the Facility 6 Note, the Facility 7 Note, the Facility
         8 Note, each Facility 8 Term Note, and any other  promissory note which
         may from time to time evidence the Obligations.

From and after the effective date hereof, the following definitions are added to
the Financing Agreement:

                  "Eligible Conceptronic  Receivable" and "Eligible Conceptronic
         Receivables"  mean,  at any  time  of  determination  thereof,  each of
         Conceptronic's  Accounts  which  conform and continue to conform to the
         following criteria to the satisfaction of the Lender (the "Conceptronic
         Eligibility  Standards"):  (a)  the  Account  arose  from a  bona  fide
         outright  sale or  lease of goods  by  Conceptronic,  or from  services
         performed by Conceptronic and (i) such goods have been delivered to the
         appropriate Account Debtors or their respective designees, Conceptronic
         has in its possession  shipping and delivery  receipts  evidencing such
         shipment  and  delivery,  no  return,  rejection  or  repossession  has
         occurred,  and such goods have been  finally  accepted  by the  Account
         Debtor,  or (ii) such services have been  satisfactorily  completed and
         the  billings  are  permissible  under the  specific  Account;  (b) the
         Account  is based upon an  enforceable  order or  contract,  written or
         oral, for goods delivered or for services performed,  and the same were
         shipped,  held, or performed in accordance with such order or contract;
         (c) the title of  Conceptronic  to the  Account  and,  except as to the
         Account  Debtor and any creditor  which  finances the Account  Debtor's
         purchase of such goods,  to any goods is absolute and is not subject to
         any  prior  assignment,  claim,  Lien,  or  security  interest,  except
         Permitted  Liens and Liens created by the Account Debtors in connection
         with their interests in the goods, and  Conceptronic  otherwise has the
         full and  unqualified  right and power to assign  and grant a  security
         interest in it to the Lender as security and collateral for the payment
         of the  Obligations;  (d) the amount shown on the books of Conceptronic
         and on


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         any invoice, certificate, schedule or statement delivered to the Lender
         is owing to  Conceptronic  and no  partial  payment  has been  received
         unless reflected with that delivery;  (e) the Account is not subject to
         any claim of reduction,  counterclaim,  set off,  recoupment,  or other
         defense  in law or equity,  or any claim for  credits,  allowances,  or
         adjustments  by the Account Debtor  because of returned,  inferior,  or
         damaged goods or unsatisfactory  services, or for any other reason; (f)
         the Account Debtor has not returned or refused to retain,  or otherwise
         notified   Conceptronic   of  any   dispute   concerning,   or  claimed
         nonconformity  of, any of the goods or services  from the sale of which
         the Account arose;  (g) the Account is not outstanding more than ninety
         (90) days from the date of the invoice therefor; (h) the Account is not
         owing by any  Account  Debtor for which the  Lender  has  deemed  fifty
         percent (50%) or more of such Account  Debtor's  other Accounts (or any
         portion  thereof) due to Conceptronic  to be non-Eligible  Receivables;
         (i) the Account does not arise out of a contract  with,  or order from,
         an  Account  Debtor  that,  by its  terms,  forbids  or  makes  void or
         unenforceable  the  assignment  by  Conceptronic  to the  Lender of the
         Account arising with respect  thereto;  (j) the Account Debtor is not a
         Subsidiary or other Affiliate of  Conceptronic;  (k) the Account Debtor
         is not a Governmental Authority or agency, domestic or foreign; (l) the
         Account,  is from a foreign  Account Debtor from either a division of a
         multinational  corporation  approved  by the Lender or from an overseas
         manufacturers  representative;  (m) Conceptronic is not indebted in any
         manner to the Account Debtor,  with the exception of customary credits,
         adjustments and/or discounts given to an Account Debtor by Conceptronic
         in the  ordinary  course of its  business,  (n) no part of the  Account
         represents an advance  billing  payment or a retainage which is payable
         beyond ninety (90) days, and (o) the Lender in the exercise of its sole
         and absolute  discretion has not deemed the Account  ineligible because
         of  uncertainty  as to the  creditworthiness  of the Account  Debtor or
         because the Lender otherwise  considers the collateral value thereof to
         the Lender to be impaired  or its  ability to realize  such value to be
         insecure. In the event of any dispute, under the foregoing criteria, as
         to whether an Account is, or has ceased to be, an Eligible Conceptronic
         Receivable,  the decision of the Lender in the exercise of its sole and
         absolute discretion shall control.

                  "Eligible  White  Mountain  Receivable"  and  "Eligible  White
         Mountain Receivables" mean, at any time of determination  thereof, each
         of the White Mountain Borrowers' Accounts which conform and continue to
         conform to the  following  criteria to the  satisfaction  of the Lender
         (the "White  Mountain  Eligibility  Standards"):  (a) the Account arose
         from a bona fide outright sale or lease of goods by either of the White
         Mountain  Borrowers,  or from services performed by either of the White
         Mountain  Borrowers,  and (i) such  goods  have been  delivered  to the
         appropriate  Account Debtors or their respective  designees,  the White
         Mountain  Borrowers  have in their  possession  shipping  and  delivery
         receipts evidencing such shipment and delivery, no return, rejection or
         repossession has occurred, and such goods have been finally accepted by
         the Account  Debtor,  or (ii) such  services  have been  satisfactorily
         completed and the billings are permissible  under the specific Account;
         (b) the Account is based upon an enforceable order or contract, written
         or oral, for goods  delivered or for services  performed,  and the same
         were  shipped,  held,  or  performed in  accordance  with such order or
         contract;  (c) the title of the White Mountain Borrowers to the Account
         and,


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         except as to the Account  Debtor and any  creditor  which  finances the
         Account  Debtor's  purchase of such goods, to any goods is absolute and
         is not  subject  to any prior  assignment,  claim,  Lien,  or  security
         interest,  except  Permitted  Liens and Liens  created  by the  Account
         Debtors in connection with their interests in the goods,  and the White
         Mountain  Borrowers  otherwise have the full and unqualified  right and
         power to assign  and grant a security  interest  in it to the Lender as
         security and  collateral  for the payment of the  Obligations;  (d) the
         amount shown on the books of the White  Mountain  Borrowers  and on any
         invoice, certifi cate, schedule or statement delivered to the Lender is
         owing to the White Mountain  Borrowers and no partial  payment has been
         received  unless  reflected with that delivery;  (e) the Account is not
         subject to any claim of reduction,  counterclaim,  set off, recoupment,
         or  other  defense  in  law  or  equity,  or  any  claim  for  credits,
         allowances,  or  adjustments by the Account Debtor because of returned,
         inferior, or damaged goods or unsatisfactory services, or for any other
         reason;  (f) the Account  Debtor has not returned or refused to retain,
         or  otherwise  notified  the White  Mountain  Borrowers  of any dispute
         concerning,  or claimed  nonconformity of, any of the goods or services
         from  the sale of which  the  Account  arose;  (g) the  Account  is not
         outstanding  more than  ninety  (90) days from the date of the  invoice
         therefor;  (h) the Account is not owing by any Account Debtor for which
         the Lender  has  deemed  fifty  percent  (50%) or more of such  Account
         Debtor's  other  Accounts  (or any  portion  thereof)  due to the White
         Mountain Borrowers to be non-Eligible Receivables; (i) the Account does
         not arise out of a contract  with,  or order  from,  an Account  Debtor
         that,  by its  terms,  forbids  or  makes  void  or  unenforceable  the
         assignment by the White Mountain Borrowers to the Lender of the Account
         arising  with  respect  thereto;  (j)  the  Account  Debtor  is  not  a
         Subsidiary or other Affiliate of the White Mountain Borrowers;  (k) the
         Account Debtor is not a Governmental  Authority or agency,  domestic or
         foreign;  (l) the Account, is from a foreign Account Debtor from either
         a division  of a  multinational  corporation  approved by the Lender or
         from an overseas manufacturers  representative;  (m) the White Mountain
         Borrowers  are not indebted in any manner to the Account  Debtor,  with
         the exception of customary credits,  adjustments and/or discounts given
         to an Account  Debtor by the White  Mountain  Borrowers in the ordinary
         course of their  business,  (n) no part of the  Account  represents  an
         advance  billing  payment or a retainage which is payable beyond ninety
         (90) days,  and (o) the Lender in the exercise of its sole and absolute
         discretion has not deemed the Account ineligible because of uncertainty
         as to the  creditworthiness of the Account Debtor or because the Lender
         otherwise  considers the  collateral  value thereof to the Lender to be
         impaired or its ability to realize  such value to be  insecure.  In the
         event of any dispute,  under the foregoing  criteria,  as to whether an
         Account is, or has ceased to be, an Eligible White Mountain Receivable,
         the  decision of the Lender in the  exercise  of its sole and  absolute
         discretion shall control.

                  "Facility 3 Borrowing  Base" means eighty percent (80%) of the
         book value of Eligible White Mountain Receivables.

Except as modified hereby Section 1.01 shall remain unchanged.



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         3. _______  FACILITY 3 LOAN.  From and after the effective date hereof,
Section 2.03 of the Financing  Agreement is amended and restated in its entirety
as follows:

                  SECTION  2.03 THE  FACILITY 3 LOAN.  (a) The Lender  agrees to
         lend to the White Mountain  Borrowers on a revolving basis from time to
         time the maximum  principal  amount (the  "Facility 3 Loan") of Fifteen
         Million and No/100 Dollars ($15,000,000.00) or the Facility 3 Borrowing
         Base (the "Facility 3 Loan Committed Amount").

                  (b) ______ If at any time the outstanding principal balance of
         the Facility 3 Loan exceeds the limitations  provided in subsection (a)
         above, the White Mountain  Borrowers  jointly and severally  promise to
         pay to the order of the Lender, on demand, the amount of the excess.

                  (c)  ______  The joint  and  several  obligation  of the White
         Mountain  Borrowers  to repay the  advances  under the  Facility 3 Loan
         shall be evidenced  by the White  Mountain  Borrowers'  Facility 3 Note
         dated  September 11, 1997,  as  increased,  amended and restated in its
         entirety by that certain Amended and Restated Revolving Promissory Note
         dated October 6, 1997 from the White Mountain Borrowers in favor of the
         Lender, as further  increased,  amended and restated in its entirety by
         that certain  Second  Amended and Restated  Revolving  Promissory  Note
         dated January 2, 1998 from the White Mountain Borrowers in favor of the
         Lender, as further amended and restated in its entirety by that certain
         Third Amended and Restated Revolving Promissory Note dated May___, 1998
         from the White Mountain Borrowers in favor of the Lender in the maximum
         principal  amount of Eight Million and No/100 Dollars  ($8,000,000.00),
         and as further increased,  amended and restated in its entirety by that
         certain Fourth Amendment and Restated  Revolving  Promissory Note dated
         as of June 26, 1998 from the White  Mountain  Borrowers in favor of the
         Lender in the  maximum  principal  amount of  Fifteen  Million  Dollars
         ($15,000,000) (the "Facility 3 Note") payable to the Lender in the form
         attached hereto as EXHIBIT A-4. The Facility 3 Note shall bear interest
         and shall be repaid by the White  Mountain  Borrowers in the manner and
         at the times set forth in the Facility 3 Note.

                  (d)  ______  The  White  Mountain  Borrowers  may  prepay  the
         principal  sum  outstanding  on the Facility 3 Loan only in  accordance
         with the terms of the Facility 3 Note.  Sums borrowed and repaid may be
         readvanced under the terms and conditions of this Agreement.

                  (e) ______ The  proceeds of the  Facility 3 Loan shall be used
         by the White Mountain Borrowers for the purposes set forth in Recital A
         above, and, unless prior written consent of the Lender is obtained, for
         no other purpose.

                  (f) ______ The White Mountain  Borrowers  shall furnish to the
         Lender  such  schedules,   certificates,   lists,   records,   reports,
         information  and  documents as required by the Lender from time to time
         so that the Lender may, in its  discretion,  determine  the  Facility 3
         Loan Borrowing Base.


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         4. _______  FACILITY 4 LOAN.  From and after the effective date hereof,
Section  2.04(c) of the  Financing  Agreement  is amended  and  restated  in its
entirety as follows:

                   (c) The  joint and  several  obligation  of the  Conceptronic
         Borrowers  to repay the  advances  under the  Facility  4 Loan shall be
         evidenced  by  the   Conceptronic   Borrowers'   Facility  4  Revolving
         Promissory  Note dated  September  11, 1997, as amended and restated in
         its entirety by that certain Amended and Restated Revolving  Promissory
         Note dated as of May 31, 1998 from the Conceptronic  Borrowers in favor
         of the Lender,  and as further  amended and restated in its entirety by
         that certain  Second  Amended and Restated  Revolving  Promissory  Note
         dated as of June 26, 1998 from the  Conceptronic  Borrowers in favor of
         the  Lender  (the  "Facility  4 Note") in the form  attached  hereto as
         EXHIBIT  A-5.  The  Facility 4 Note shall  bear  interest  and shall be
         repaid by the Conceptronic Borrowers in the manner and at the times set
         forth in the Facility 4 Note.

         5. _______  FACILITY 8 LOAN.  From and after the effective date hereof,
the following Section is added immediately after Section 2.04.3 of the Financing
Agreement, as Section 2.04.4 of the Financing Agreement:

                  SECTION  2.04.4  ____________  THE  FACILITY  8 LOAN.  (a) The
         Lender  agrees to lend to the White  Mountain  Borrowers on a revolving
         basis from time to time the maximum  principal  amount of Seven Million
         and No/100 Dollars  ($7,000,000.00)  (the "Facility 8 Loan"). The joint
         and several  obligation  of the White  Mountain  Borrowers to repay the
         advances  under the  Facility  8 Loan shall be  evidenced  by the White
         Mountain  Borrowers'  Facility  8  Note  of  even  date  herewith  (the
         "Facility 8 Note") payable to the Lender in the form attached hereto as
         EXHIBIT A-9.  Advances  under the Facility 8 Loan shall be converted to
         one or  more  term  loans  (the  "Facility  8 Term  Loans"  and  each a
         "Facility  8 Term  Loan") at the times and in such  amounts as required
         pursuant to the terms of this Agreement. At the time of each conversion
         of principal outstanding under the Facility 8 Loan to a Facility 8 Term
         Loan (each  such date  being  called a  "Conversion  Date"),  the White
         Mountain Borrowers shall execute and deliver to the Lender a Facility 8
         Term  Note  (each  a  "Facility  8 Term  Note"  and  collectively,  the
         "Facility  8 Term  Notes")  payable to the Lender in the form  attached
         hereto as EXHIBIT A-10.  The White  Mountain  Borrowers  agree that the
         outstanding  principal  amount  under  the  Facility  8 Note  shall  be
         converted  into  one (1) or more  fully  amortizing  term  loans on the
         earlier  of (i) the  date on  which  the  outstanding  balance  thereof
         exceeds Two Million Dollars ($2,000,000), or (ii) the date which is six
         (6) months from the date of the  execution and delivery of the Facility
         8 Note or the  immediately  preceding  Conversion  Date. The Facility 8
         Note and each  Facility 8 Term Note shall  bear  interest  and shall be
         repaid by the White  Mountain  Borrowers in the manner and at the times
         set forth in the Facility 8 Note and each  Facility 8 Term Note, as the
         case may be.


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                  (b)  ______  The  White  Mountain  Borrowers  may  prepay  the
         principal  sum  outstanding  on the Facility 8 Loan only in  accordance
         with the terms of the  Facility  8 Note and each  Facility 8 Term Note.
         Sums borrowed and repaid may be  readvanced  under the Facility 8 Note,
         subject to the terms and conditions of this Agreement.

                  (c) ______ The  proceeds of the  Facility 8 Loan shall be used
         by  the  White  Mountain  Borrowers  for  the  purposes  of  purchasing
         equipment, and, unless prior written consent of the Lender is obtained,
         for no other purpose.

         6. _______  COMPLIANCE WITH ELIGIBILITY  STANDARDS.  From and after the
effective  date hereof,  Section 5.02 of the Financing  Agreement is amended and
restated in its entirety as follows:

                  SECTION 5.02 COMPLIANCE WITH ELIGIBILITY STANDARDS. Unless the
         Lender is advised by the  Borrowers  in writing to the  contrary,  each
         Account and each lease described in any schedule,  certificate,  record
         and data  furnished  to the  Lender for  purposes  of  calculating  the
         Facility 3 Borrowing  Base and/or the Facility 4 Borrowing Base will at
         all times meet and comply with the eligibility  requirements  set forth
         in this Agreement.

         7. FINANCIAL  REPORTING.  From and after the effective date hereof, the
following  provision  is  added  to  Section  7.01 of the  Financing  Agreement,
immediately after subsection (g) as Section 7.01(h):

                  (h)  White  Mountain  Borrowing  Base  Reports.   As  soon  as
         available but in no event more than  forty-five (45) days after the end
         of each calendar month,  the White Mountain  Borrowers shall deliver to
         the  Lender  a  fully  completed  certificate  signed  by  a  principal
         financial  officer  of each of the  White  Mountain  Borrowers  (each a
         "White  Mountain  Borrowing Base  Certificate"  and  collectively,  the
         "White Mountain  Borrowing Base  Certificates")  as of such date in the
         form of EXHIBIT F attached hereto.  Each White Mountain  Borrowing Base
         Certificate shall be effective only as accepted by the Lender (and with
         such  revisions,  if any, as the Lender may  require as a condition  to
         such  acceptance),  such  acceptance  to be presumed  unless the Lender
         otherwise notifies the White Mountain Borrowers within five (5) Banking
         Days after receipt of such White Mountain Borrowing Base Certificate.

         8. _______  FUNDED SENIOR DEBT TO EBIDTA.  From and after the effective
date hereof,  Section 7.02(b) of the Financing Agreement is amended and restated
in its entirety as follows:


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<PAGE>



                   (b) FUNDED SENIOR DEBT TO EBIDTA. Maintain,  tested as of the
         last day of each of Arguss'  fiscal  months  for the twelve  (12) month
         period  ending on that date, a ratio of Funded Senior Debt to EBIDTA of
         not greater than 2.5 to 1.0.

         9. _______ FEES. In consideration of the Lender's agreement to make the
Facility 8 Loan and increase the Facility 3 Loan pursuant to this Agreement, the
Borrowers  shall  pay the  Lender on the date  hereof  the  following  fees (the
"Additional Fees"):

                  (a) A fee in the amount of one half of one  percent  (1/2%) of
the Facility 8 Loan; and

                  (b) ______ A fee in the amount of one  quarter of one  percent
(1/4%) of the increase in amount of the Facility 3 Loan. The Additional Fees are
considered earned when paid and are not refundable.

         10.  ______  REPLACEMENT  NOTES.  EXHIBIT  A-4 and  EXHIBIT  A-5 to the
Financing  Agreement  is being  replaced in its  entirety  with  EXHIBIT A-4 and
EXHIBIT A-5 attached  hereto.  The White  Mountain  Borrowers  shall execute and
deliver to the Lender on the date  hereof  their  Fourth  Amended  and  Restated
Revolving  Promissory  Note in the  form of  EXHIBIT  A-4  attached  hereto  and
incorporated  herein  by  reference  (the  "Replacement  Facility  3  Note")  in
substitution for and not satisfaction of, the issued and outstanding  Facility 3
Note.  The  Replacement  Facility 3 Note shall be the  "Facility 3 Note" for all
purposes of the Financing Documents. The Note being substituted pursuant to this
Agreement  shall  be  marked  "Replaced"  and  returned  to the  White  Mountain
Borrowers promptly after the execution and delivery of the Replacement  Facility
3 Note to the Lender.  The  Conceptronic  Borrowers shall execute and deliver to
the Lender on the date  hereof  their  Second  Amended  and  Restated  Revolving
Promissory  Note in the form of EXHIBIT  A-5  attached  hereto and  incorporated
herein by reference (the "Replacement Facility 4 Note") in


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<PAGE>



substitution for and not satisfaction of, the issued and outstanding  Facility 4
Note.  The  Replacement  Facility 4 Note shall be the  "Facility 4 Note" for all
purposes of the Financing Documents. The Note being substituted pursuant to this
Agreement shall be marked "Replaced" and returned to the Conceptronic  Borrowers
promptly after the execution and delivery of the Replacement  Facility 4 Note to
the Lender.

         11. YEAR 2000  COMPLIANCE.  The Borrowers each represent and warrant to
the Lender that:

                  (a) Each Borrower has (i) begun  analyzing  the  operations of
such  Borrower  and its  subsidiaries  and  affiliates  that could be  adversely
affected  by failure  to become  Year 2000  compliant  (that is,  that  computer
applications,  imbedded  microchips  and other  systems  will be able to perform
date-sensitive  functions  prior to and  after  December  31,  1999)  and;  (ii)
developed  a plan for  becoming  Year 2000  compliant  in a timely  manner,  the
implementation of which is on schedule in all material  respects.  Each Borrower
reasonably  believes that it will become Year 2000  compliant for its operations
and those of its  subsidiaries  and  affiliates  on a timely basis except to the
extent  that a  failure  to do so could not  reasonably  be  expected  to have a
material adverse effect upon the financial condition of such Borrower.

                  (b) ______ Each Borrower reasonably believes any suppliers and
vendors that are material to the operations of any Borrower or its  subsidiaries
and affiliates  will be Year 2000 compliant for their own computer  applications
except to the extent that a failure to do so could not reasonably be expected to
have a material adverse effect upon the financial condition of any Borrower.

                  (c) ______ Each Borrower  will  promptly  notify the Lender in
the  event  any  Borrower  determines  that any  computer  application  which is
material to the operations of any Borrower, its


                                       10

<PAGE>



subsidiaries or any of its material  vendors or suppliers will not be fully Year
2000  compliant on a timely basis,  except to the extent that such failure could
not reasonably be expected to have a material  adverse effect upon the financial
condition of any Borrower.

         12. ______ CONDITIONS PRECEDENT.  This Agreement shall become effective
on the  date  the  Lender  receives  the  following  document,  which  shall  be
satisfactory in form and substance to the Lender:

                  (a) The  Replacement  Facility 3 Note issued and  delivered by
the White Mountain Borrowers;

                  (b)  ______  The  Replacement   Facility  4  Note  issued  and
delivered by the Conceptronic Borrowers;

                  (c) ______ The  Facility 8 Note  issued and  delivered  by the
White Mountain  Borrowers;  (d) Such other information,  instruments,  opinions,
documents, certificates and reports as the Lender may deem necessary.

         13.  ______  EVENTS OF  DEFAULT.  In  addition to the Events of Default
enumerated  in the  Notes,  the  Financing  Agreement  and/or  any of the  other
Financing  Documents,  the  occurrence  of  any of the  following  events  shall
constitute  an event of default and shall  entitle  the Lender to  exercise  all
rights and remedies provided in the Notes and the Financing  Agreement,  as well
as all other rights and  remedies  provided to the Lender under the terms of any
of the other Financing Documents as a result of the occurrence of the same:

                  (a) Any  Borrower  shall fail to comply  with the terms of any
covenant or agreement contained herein; or

                  (b)  ______  Any   information   contained  in  any  financial
statement,  schedule,  report  or any other  document  heretofore  or  hereafter
delivered by any Borrower or any other party or parties to


                                       11

<PAGE>



the  Lender in  connection  with the  Loans  proves at any time to be not in all
respects true and accurate, or any of the Borrowers,  or any such other party or
parties  shall have failed to state any material  fact or any fact  necessary to
make  such  information  not  misleading,  or  any  representation  or  warranty
contained herein, in any of the Financing  Documents,  or in any other document,
certificate  or  opinion  heretofore  or  hereafter  delivered  to the Lender in
connection  with the Loans,  proves at any time to be incorrect or misleading in
any material respect.

         14. ______  COUNTERPARTS.  This Agreement may be executed in any number
of duplicate  originals or  counterparts,  each of which  duplicate  original or
counterpart  shall be deemed to be an  original  and all  taken  together  shall
constitute one and the same instrument.

         15. ______ FINANCING  DOCUMENTS;  GOVERNING LAW; ETC. This Agreement is
one of the Financing  Documents defined in the Financing  Agreement and shall be
governed and construed in accordance with the laws of the State of Maryland. The
headings and captions in this  Agreement are for the  convenience of the parties
only and are not a part of this Agreement.

         16. ______ ACKNOWLEDGMENTS.  The Borrowers hereby confirm to the Lender
the enforceability and validity of each of the Financing Documents. In addition,
the Borrowers  hereby agree to the execution and delivery of this  Agreement and
the terms and  provisions,  covenants or agreements  contained in this Agreement
shall not in any manner  release,  impair,  lessen,  modify,  waive or otherwise
limit the liability and  obligations of the Borrowers  under the terms of any of
the  Financing  Documents,  except as otherwise  specifically  set forth in this
Agreement.  The Borrowers issue, remake, ratify and confirm the representations,
warranties and covenants contained in the Financing  Documents.  Nothing in this
Agreement  shall be  deemed  to waive  any  defaults  existing  under any of the
Financing Documents as of the date hereof.


                                       12

<PAGE>



         17.  ______  MODIFICATIONS.  This  Agreement  may not be  supplemented,
changed, waived, discharged,  terminated, modified or amended, except by written
instrument executed by the parties.


                         [SIGNATURES ON FOLLOWING PAGE]


                                       13

<PAGE>


         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed and delivered under seal by the duly authorized  representatives  as of
the date and year first written above.

WITNESS/ATTEST:                        ARGUSS HOLDINGS, INC.

__________________________             By:_____________________________(SEAL)
                                            Arthur F. Trudel
                                            Chief Financial Officer


WITNESS/ATTEST:                        WHITE MOUNTAIN CABLE
                                       CONSTRUCTION  CORP.


__________________________             By:_____________________________(SEAL)
                                            Arthur F. Trudel
                                            Vice President

WITNESS/ATTEST:                        CONCEPTRONIC, INC.


__________________________             By:_____________________________(SEAL)
                                            Arthur F. Trudel
                                            Vice President

WITNESS:                               NATIONSBANK, N.A.


__________________________             By:_____________________________(SEAL)
                                            Maria Manos
                                            Vice President



                                       14

<PAGE>

                                                                     EXHIBIT A-5
                           SECOND AMENDED AND RESTATED
                            REVOLVING PROMISSORY NOTE

$1,500,000.00                                                Rockville, Maryland
                                                                   June 26, 1998

         FOR VALUE  RECEIVED,  ARGUSS  HOLDINGS,  INC., a corporation  organized
under the laws of the State of Delaware and  CONCEPTRONIC,  INC., a  corporation
organized under the laws of the State of Delaware (collectively, the "Borrowers"
and each a "Borrower"),  jointly and  severally,  promise to pay to the order of
NATIONSBANK,  N.A., a national banking  association,  its successors and assigns
(the  "Lender"),  the  principal  sum of ONE MILLION FIVE  HUNDRED  THOUSAND AND
NO/100 DOLLARS  ($1,500,000.00) (the "Principal Sum"), or so much thereof as has
been or may be advanced  or  readvanced  to or for the account of the  Borrowers
pursuant to the terms and conditions of the Financing  Agreement (as hereinafter
defined),  together  with  interest  thereon  at the rate or  rates  hereinafter
provided, in accordance with the following:

         1. _______  INTEREST.  Commencing as of the date hereof and  continuing
until  repayment in full of all sums due  hereunder,  the unpaid  Principal  Sum
shall bear interest at the  fluctuating  prime rate of interest  established and
declared by the Lender from time to time (the "Prime Rate"). The Prime Rate does
not necessarily  represent the lowest rate of interest  charged by the Lender to
borrowers. The rate of interest charged under this Note shall change immediately
and  contemporaneously  with any change in the Prime Rate. All interest  payable
under the terms of this Note shall be  calculated on the basis of a 360-day year
and the actual number of days elapsed.

         2. _______ PAYMENTS AND MATURITY.  The unpaid  Principal Sum,  together
with  interest  thereon at the rate or rates  provided  above,  shall be due and
payable as follows:

                  (a) Interest only on the unpaid Principal Sum shall be due and
payable monthly,


                                        1

<PAGE>



commencing  June  30,  1998,  and on the last day of each  month  thereafter  to
maturity;  and (b) Unless sooner paid, the unpaid  Principal Sum,  together with
all accrued and unpaid interest  thereon shall be due and payable in full on May
31, 1999.

         The fact that the balance hereunder may be reduced to zero from time to
time pursuant to the Financing Agreement will not affect the continuing validity
of this Note or the Financing Agreement, and the balance may be increased to the
Principal Sum after any such reduction to zero.

         3.  _______  DEFAULT  INTEREST.  Upon the  occurrence  and  during  the
continuance  of an  Event  of  Default  (as  hereinafter  defined),  the  unpaid
Principal  Sum shall bear  interest  thereafter  at a rate two percent  (2%) per
annum in excess of the then  current rate or rates of interest  hereunder  until
such Event of Default is cured.

         4.  _______  LATE  CHARGES.  If the  Borrowers  shall  fail to make any
payment  under the terms of this Note  within  fifteen  (15) days after the date
such  payment  is due,  the  Borrowers  shall pay to the Lender on demand a late
charge equal to five percent (5%) of such payment.

         5. _______  APPLICATION  AND PLACE OF PAYMENTS.  All payments,  made on
account of this Note shall be applied  first to the  payment of any late  charge
then due  hereunder,  second to the payment of accrued and unpaid  interest then
due  hereunder,  and the  remainder,  if any,  shall be  applied  to the  unpaid
Principal  Sum.  All  payments  on  account of this Note shall be paid in lawful
money of the United  States of America in  immediately  available  funds  during
regular  business  hours of the  Lender at its  principal  office  in  Bethesda,
Maryland  or at such  other  times and  places as the Lender may at any time and
from  time  to time  designate  in  writing  to the  Borrowers.  The  Lender  is
authorized  to deduct  any  payment  (including  payments  of  principal  and/or
interest as above provided) from the Borrowers' Account Number ______________ on
or after the date the payment is due; provided,


                                        2

<PAGE>



however,  that such  authorization  shall not be deemed to relieve the Borrowers
from their joint and several obligation to make such payment when it is due.

         6. _______ FINANCING AGREEMENT AND OTHER FINANCING DOCUMENTS. This Note
is the "Facility 4 Note"  described in a Financing and Security  Agreement dated
as of September 11, 1997 by and among the Borrowers, Mountain Cable Construction
Corp.  ("Mountain  Cable")  and the  Lender  (as  amended,  modified,  restated,
substituted,  extended  and  renewed  at any  time and  from  time to time,  the
"Financing Agreement").  ____ This Note amends and restates in its entirety that
certain Amended and Restated  Revolving  Promissory Note effective as of May 31,
1998 from the Borrowers in favor of the Lender,  in the maximum principal amount
of One Million Five Hundred  Thousand and No/100  Dollars  ($1,500,000.00)  (the
"Restated Note"). It is expressly agreed that the indebtedness  evidenced by the
Restated  Note  has not  been  extinguished  or  discharged  by this  Note.  The
indebtedness  evidenced by this Note is included  within the meaning of the term
"Obligations"  as  defined  in the  Financing  Agreement.  The  term  "Financing
Documents" as used in this Note shall mean  collectively this Note, the Facility
1 Note, the Facility 2 Note, the Facility 2 Term Notes, the Facility 3 Note, the
Facility 5 Note,  the Facility 6 Note,  the Facility 7, the Facility 8 Note, the
Facility  8 Term  Notes,  the  Financing  Agreement  and any  other  instrument,
agreement,  or document  previously,  simultaneously,  or hereafter executed and
delivered by the Borrowers,  Mountain Cable and/or any other person,  singularly
or jointly with any other  person,  evidencing,  securing,  guaranteeing,  or in
connection  with the Principal Sum, this Note, the Facility 1 Note, the Facility
2 Note, the Facility 2 Term Notes, the Facility 3 Note, the Facility 5 Note, the
Facility 6 Note,  the Facility 7 Note,  the Facility 8 Note, the Facility 8 Term
Notes, and/or the Financing Agreement. All capitalized terms used herein and not
otherwise defined shall have the meanings given to such terms


                                        3

<PAGE>



in the Financing Agreement.

         7.  SECURITY.  This  Note  is  secured  as  provided  in the  Financing
Agreement.

         8.  EVENTS  OF  DEFAULT.  The  occurrence  of any  one or  more  of the
following events shall constitute an event of default  (individually,  an "Event
of Default" and  collectively,  the "Events of Default") under the terms of this
Note:

                  (a) ______ The failure of the  Borrowers  to pay to the Lender
when due any after all applicable grace periods,  if any and all amounts payable
by the Borrowers to the Lender under the terms of this Note; or

                  (b) ______ The  occurrence  of an event of default (as defined
therein) under the terms and conditions of any of the other Financing Documents.

         9. _______ REMEDIES. Upon the occurrence of an Event of Default, at the
option of the Lender,  all amounts  payable by the Borrowers to the Lender under
the terms of this Note shall immediately become due and payable by the Borrowers
to the Lender  without  notice to the  Borrowers  or any other  person,  and the
Lender shall have all of the rights,  powers,  and remedies  available under the
terms of this Note,  any of the other  Financing  Documents  and all  applicable
laws. The Borrowers and all endorsers, guarantors, and other parties who may now
or in the future be  primarily  or  secondarily  liable  for the  payment of the
indebtedness evidenced by this Note hereby severally waive presentment,  protest
and demand, notice of protest,  notice of demand and of dishonor and non-payment
of this Note and expressly agree that this Note or any payment  hereunder may be
extended  from time to time without in any way  affecting  the  liability of the
Borrowers, guarantors and endorsers.

         Until such time as the Lender is not committed to extend further credit
to the Borrowers and


                                        4

<PAGE>



all  Obligations of the Borrowers to the Lender have been  indefeasibly  paid in
full in cash,  and subject to and not in limitation of the  provisions set forth
in the next  following  paragraph  below,  no  Borrower  shall have any right of
subrogation  (whether   contractual,   arising  under  the  Bankruptcy  Code  or
otherwise),  reimbursement  or contribution  from any Borrower or any guarantor,
nor any right of recourse to its security  for any of the debts and  obligations
of any  Borrower  which  are the  subject  of this  Note.  Except  as  otherwise
expressly permitted by the Financing  Agreement,  any and all present and future
debts  and  obligations  of  any  Borrower  to any  other  Borrower  are  hereby
subordinated to the full payment and performance of all present and future debts
and  obligations  to the Lender under this Note and the Financing  Agreement and
the Financing Documents,  provided, however,  notwithstanding anything set forth
in this Note to the contrary,  prior to the occurrence of a payment Default, the
Borrowers  shall be permitted to make payments on account of any of such present
and future debts and obligations  from time to time in accordance with the terms
thereof.

         Each Borrower  further agrees that, if any payment made by any Borrower
or any other  person is  applied to this Note and is at any time  annulled,  set
aside,  rescinded,  invalidated,  declared to be fraudulent or  preferential  or
otherwise  required to be refunded or repaid,  or the  proceeds of any  property
hereafter  securing  this Note is  required  to be returned by the Lender to any
Borrower, its estate, trustee,  receiver or any other party, including,  without
limitation,  such  Borrower,  under any  bankruptcy  law,  state or federal law,
common law or equitable cause, then, to the extent of such payment or repayment,
such Borrower's  liability  hereunder (and any lien,  security interest or other
collateral  securing  such  liability)  shall be and  remain  in full  force and
effect,  as fully as if such payment had never been made,  or, if prior  thereto
any such lien,  security  interest or other collateral  hereafter  securing such
Borrower's liability hereunder shall have been released or terminated by


                                        5

<PAGE>



virtue of such  cancellation  or surrender,  this Note (and such lien,  security
interest or other collateral) shall be reinstated in full force and effect,  and
such prior  cancellation  or surrender shall not diminish,  release,  discharge,
impair or otherwise  affect the  obligations  of such Borrower in respect of the
amount of such  payment  (or any lien,  security  interest  or other  collateral
securing such obligation).

         The JOINT AND  SEVERAL  obligations  of each  Borrower  under this Note
shall be absolute,  irrevocable and unconditional and shall remain in full force
and effect until the outstanding  principal of and interest on this Note and all
other Obligations or amounts due hereunder and under the Financing Agreement and
the Financing  Documents  shall have been  indefeasibly  paid in full in cash in
accordance with the terms thereof and this Note shall have been canceled.

         10. ______ EXPENSES. The Borrowers,  jointly and severally,  promise to
pay to the Lender on demand by the Lender all costs and expenses incurred by the
Lender  in  connection  with  the  collection  and  enforcement  of  this  Note,
including,  without limitation,  reasonable attorneys' fees and expenses and all
court costs.

         11.  ______  NOTICES.  Any  notice,  request,  or demand to or upon the
Borrowers or the Lender shall be deemed to have been properly given or made when
delivered in accordance with Section 11.01 of the Financing Agreement.

         12. ______  MISCELLANEOUS.  Each right, power, and remedy of the Lender
as provided for in this Note or any of the other Financing Documents,  or now or
hereafter existing under any applicable law or otherwise shall be cumulative and
concurrent  and shall be in  addition  to every other  right,  power,  or remedy
provided  for in this Note or any of the  other  Financing  Documents  or now or
hereafter  existing under any  applicable  law, and the exercise or beginning of
the  exercise  by the  Lender  of any one or more of  such  rights,  powers,  or
remedies shall not preclude the simultaneous or later exercise


                                        6

<PAGE>



by the Lender of any or all such other rights,  powers, or remedies.  No failure
or delay by the  Lender  to  insist  upon the  strict  performance  of any term,
condition,  covenant,  or agreement  of this Note or any of the other  Financing
Documents,  or to exercise any right,  power, or remedy consequent upon a breach
thereof,  shall constitute a waiver of any such term,  condition,  covenant,  or
agreement or of any such breach, or preclude the Lender from exercising any such
right, power, or remedy at a later time or times. By accepting payment after the
due date of any amount  payable  under the terms of this Note,  the Lender shall
not be deemed to waive the right  either to require  prompt  payment when due of
all other amounts payable under the terms of this Note or to declare an Event of
Default for the failure to effect such prompt  payment of any such other amount.
No course of dealing or conduct  shall be  effective  to amend,  modify,  waive,
release, or change any provisions of this Note.

         13. ______ PARTIAL INVALIDITY.  In the event any provision of this Note
(or any part of any provision) is held by a court of competent  jurisdiction  to
be  invalid,   illegal,  or  unenforceable  in  any  respect,  such  invalidity,
illegality,  or  unenforceability  shall  not  affect  any other  provision  (or
remaining  part of the affected  provision) of this Note; but this Note shall be
construed as if such  invalid,  illegal,  or  unenforceable  provision  (or part
thereof)  had not been  contained  in this  Note,  but only to the  extent it is
invalid, illegal, or unenforceable.

         14. ______ CAPTIONS.  The captions herein set forth are for convenience
only and shall not be deemed to define,  limit,  or describe the scope or intent
of this Note.

         15.  ______  APPLICABLE  LAW. Each of the  Borrowers  acknowledges  and
agrees  that this Note shall be  governed  by the laws of the State of  Maryland
even though for the convenience  and at the request of the Borrowers,  this Note
may be executed elsewhere.

         16.      ARBITRATION.  ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG


                                        7

<PAGE>



THE PARTIES  HERETO  INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF THIS NOTE
OR ANY RELATED INSTRUMENTS,  AGREEMENTS OR DOCUMENTS,  INCLUDING ANY CLAIM BASED
ON OR ARISING FROM AN ALLEGED TORT,  SHALL BE DETERMINED BY BINDING  ARBITRATION
IN  ACCORDANCE  WITH THE  FEDERAL  ARBITRATION  ACT (OR IF NOT  APPLICABLE,  THE
APPLICABLE  STATE LAW),  THE RULES OF PRACTICE AND PROCEDURE FOR  ARBITRATION OF
COMMERCIAL DISPUTES OF ENDISPUTE,  INC., D/B/A  J.A.M.S./ENDISPUTE  ("J.A.M.S.")
AND THE "SPECIAL RULES" SET FORTH BELOW. IN THE EVENT OF AN  INCONSISTENCY,  THE
SPECIAL RULES SHALL CONTROL.  JUDGMENT UPON ANY ARBITRATION AWARD MAY BE ENTERED
IN ANY COURT HAVING  JURISDICTION.  ANY PARTY TO THIS  INSTRUMENT,  AGREEMENT OR
DOCUMENT MAY BRING ANY ACTION,  INCLUDING A SUMMARY OR EXPEDITED PROCEEDING,  TO
COMPEL  ARBITRATION  OF ANY  CONTROVERSY  OR  CLAIM TO  WHICH  THIS  INSTRUMENT,
AGREEMENT OR DOCUMENT RELATES IN ANY COURT HAVING JURISDICTION OVER SUCH ACTION.

                  (A) SPECIAL  RULES.  THE  ARBITRATION  SHALL BE  CONDUCTED  IN
MONTGOMERY  COUNTY,  MARYLAND AND  ADMINISTERED BY J.A.M.S.  WHO WILL APPOINT AN
ARBITRATOR.  IF J.A.M.S.  IS UNABLE OR LEGALLY PRECLUDED FROM  ADMINISTERING THE
ARBITRATION,   THEN  THE  AMERICAN  ARBITRATION   ASSOCIATION  WILL  SERVE.  ALL
ARBITRATION HEARINGS WILL BE COMMENCED WITHIN NINETY (90) DAYS OF THE DEMAND FOR
ARBITRATION;  FURTHER,  THE ARBITRATOR  SHALL ONLY,  UPON A SHOWING OF CAUSE, BE
PERMITTED TO EXTEND THE COMMENCING OF SUCH HEARING FOR AN ADDITIONAL SIXTY (60)


                                        8

<PAGE>



DAYS.

                  (B) ______ RESERVATION OF RIGHTS.  NOTHING IN THIS INSTRUMENT,
NOTE SHALL BE DEEMED TO: (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE
STATUTES OF LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS NOTE; OR (II)
BE A WAIVER BY THE LENDER OF THE PROTECTION AFFORDED TO IT BY 12 U.S.C. ss.91 OR
ANY  SUBSTANTIALLY  EQUIVALENT  STATE LAW; OR (III) LIMIT THE RIGHT OF THE BANK:
(A) TO EXERCISE SELF HELP  REMEDIES SUCH AS (BUT NOT LIMITED TO) SETOFF,  OR (B)
TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY COLLATERAL,  OR (C) TO OBTAIN
FROM A COURT PROVI  SIONAL OR  ANCILLARY  REMEDIES  SUCH AS (BUT NOT LIMITED TO)
INJUNCTIVE  RELIEF,  WRIT OF POSSESSION OR THE  APPOINTMENT  OF A RECEIVER.  THE
LENDER MAY EXERCISE  SUCH SELF HELP RIGHTS,  FORECLOSE  UPON SUCH  PROPERTY,  OR
OBTAIN  SUCH  PROVISIONAL  OR  ANCILLARY  REMEDIES  BEFORE,  DURING OR AFTER THE
PENDENCY OF ANY ARBITRATION  PROCEEDING  BROUGHT PURSUANT TO THIS NOTE.  NEITHER
THE EXERCISE OF SELF HELP REMEDIES NOR THE  INSTITUTION  OR  MAINTENANCE  OF ANY
ACTION FOR FORECLOSURE OR FOR PROVISIONAL OR ANCILLARY REMEDIES SHALL CONSTITUTE
A WAIVER OF THE RIGHT OF ANY PARTY,  INCLUDING  THE CLAIMANT IN SUCH ACTION,  TO
ARBITRATE  THE MERITS OF THE  CONTROVERSY  OR CLAIM  OCCASIONING  RESORT TO SUCH
REMEDIES. 

         17. ______ CONSENT TO JURISDICTION.  Each of the Borrowers  irrevocably
submits to the  jurisdiction  of any state or federal court sitting in the State
of Maryland over any suit,  action, or proceeding  arising out of or relating to
this Note. Each of the Borrowers irrevocably waives, to the


                                        9

<PAGE>



fullest extent permitted by law, any objection that it may now or hereafter have
to the laying of venue of any such suit,  action,  or proceeding  brought in any
such court and any claim that any such suit,  action,  or proceeding  brought in
any such court has been brought in an inconvenient  forum. Final judgment in any
such suit,  action, or proceeding  brought in any such court shall be conclusive
and  binding  upon the  Borrowers  and may be enforced in any court in which the
Borrowers are subject to jurisdiction by a suit upon such judgment provided that
service of process is effected upon the Borrowers as provided in this Note or as
otherwise permitted by applicable law.

         18. ______ WAIVER OF TRIAL BY JURY. EACH OF THE BORROWERS HEREBY WAIVES
TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH THE  BORROWERS,  OR EITHER OF
THEM, AND THE LENDER MAY BE PARTIES,  ARISING OUT OF OR IN ANY WAY PERTAINING TO
(A) THIS NOTE OR (B) THE FINANCING  DOCUMENTS.  IT IS AGREED AND UNDERSTOOD THAT
THIS  WAIVER  CONSTITUTES  A WAIVER OF TRIAL BY JURY OF ALL CLAIMS  AGAINST  ALL
PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE
NOT PARTIES TO THIS NOTE.

         THIS  WAIVER  IS  KNOWINGLY,  WILLINGLY  AND  VOLUNTARILY  MADE  BY THE
BORROWERS, AND THE BORROWERS HEREBY REPRESENT THAT NO REPRESENTATIONS OF FACT OR
OPINION HAVE BEEN MADE BY ANY  INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY
OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT.  THE BORROWERS  FURTHER REPRESENT
THAT THEY HAVE BEEN REPRESENTED IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF
THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED


                                       10

<PAGE>


OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER
WITH COUNSEL.

         IN WITNESS WHEREOF,  the Borrowers have caused this Note to be executed
under seal by their duly authorized officers as of the date first written above.

WITNESS/ATTEST:                             ARGUSS HOLDINGS, INC.


______________________________              By:__________________________(SEAL)
                                                  Arthur F. Trudel
                                                  Chief Financial Officer

WITNESS/ATTEST:                             CONCEPTRONIC, INC.


______________________________              By:__________________________(SEAL)
                                                  Arthur F. Trudel
                                                  Vice President



                                       11

<PAGE>

                                                                     EXHIBIT A-4
                           FOURTH AMENDED AND RESTATED
                            REVOLVING PROMISSORY NOTE
                                  (Facility 3)

$15,000,000.00                                               Rockville, Maryland
                                                                   June 26, 1998

         FOR VALUE RECEIVED, ARGUSS HOLDINGS, INC. a corporation organized under
the  laws  of  the  State  of  Delaware  ("Arguss")  and  WHITE  MOUNTAIN  CABLE
CONSTRUCTION  CORP.,  a  corporation  organized  under  the laws of the State of
Delaware   ("White   Mountain";   collectively,   the  "Borrowers"  and  each  a
"Borrower"),  jointly and severally, promise to pay to the order of NATIONSBANK,
N.A., a national banking association, its successors and assigns (the "Lender"),
the principal sum of FIFTEEN  MILLION AND NO/100 DOLLARS  ($15,000,000.00)  (the
"Principal  Sum"),  or so  much  thereof  as has  been  or may be  advanced  and
readvanced  to or for the  account of the  Borrowers  pursuant  to the terms and
conditions of the Financing  Agreement (as hereinafter  defined),  together with
interest thereon at the rate or rates hereinafter  provided,  in accordance with
the following:

         1. _______  INTEREST.  Commencing as of the date hereof and  continuing
until  repayment  in full of all sums due  hereunder,  all  amounts  outstanding
hereunder shall bear interest at the LIBOR Rate (as hereinafter  defined),  plus
one hundred and sixty five basis points (1.65%)  rounded  upwards to the nearest
basis point. For purposes hereof, the "LIBOR Rate" shall mean a fluctuating rate
equal to the daily London Interbank Offered Rate for thirty (30) day U.S. Dollar
deposits  as quoted by the Lender as of 11:00  A.M.  (Washington,  D.C.,  time),
which rate shall be adjusted for any Federal Reserve Board reserve  requirements
imposed upon the Lender from time to time (the "LIBOR Rate").  The interest rate
on all sums accruing interest at the LIBOR Rate under this Note shall


                                        1

<PAGE>



change on the first day of each  month,  based on the LIBOR Rate as in effect on
the last day of the


                                        2

<PAGE>



immediately  preceding  month. All interest payable under the terms of this Note
shall be calculated on the basis of a 360-day year and the actual number of days
elapsed.

         2. _______ PAYMENTS AND MATURITY.  The unpaid  Principal Sum,  together
with  interest  thereon at the rate or rates  provided  above,  shall be due and
payable as follows:

                  (a) ______ Interest only on the unpaid  Principal Sum shall be
due and payable  monthly,  commencing June 30, 1998, and on the last day of each
month thereafter to maturity; and

                  (b) ______  Unless  sooner  paid,  the unpaid  Principal  Sum,
together with all accrued and unpaid  interest  thereon shall be due and payable
in full on May 31, 1999.

         The fact that the balance hereunder may be reduced to zero from time to
time pursuant to the Financing Agreement will not affect the continuing validity
of this Note or the Financing Agreement, and the balance may be increased to the
Principal Sum after any such reduction to zero.

         3. _______ DEFAULT INTEREST. Upon the occurrence of an Event of Default
(as  hereinafter  defined),   the  unpaid  Principal  Sum  shall  bear  interest
thereafter  at a rate two percent  (2%) per annum in excess of the then  current
rate or rates of interest hereunder until such Event of Default is cured.

         4.  _______  LATE  CHARGES.  If the  Borrowers  shall  fail to make any
payment  under the terms of this Note  within  fifteen  (15) days after the date
such  payment  is due,  the  Borrowers  shall pay to the Lender on demand a late
charge equal to five percent (5%) of such payment.

         5. _______  APPLICATION  AND PLACE OF PAYMENTS.  All payments,  made on
account of this Note shall be applied  first to the  payment of any late  charge
then due  hereunder,  second to the payment of accrued and unpaid  interest then
due  hereunder,  and the  remainder,  if any,  shall be  applied  to the  unpaid
Principal  Sum.  All  payments  on  account of this Note shall be paid in lawful
money of the United  States of America in  immediately  available  funds  during
regular business hours of the Lender


                                        3

<PAGE>



at its principal office in Bethesda,  Maryland or at such other times and places
as the Lender may at any time and from time to time  designate in writing to the
Borrowers. The Lender is authorized to deduct any payment (including payments of
principal and/or interest as above provided) from the Borrowers'  Account Number
3916344857 on or after the date the payment is due; provided, however, that such
authorization  shall not be deemed to relieve the Borrowers from their joint and
several obligation to make such payment when it is due.

         6. ________  PREPAYMENT.  The Borrowers may prepay the Principal Sum in
whole or in part, at any time or from time to time,  without premium or penalty.
Any prepayment,  in whole or in part,  will not affect the Borrowers'  joint and
several  obligation  to  continue  making  payment in  connection  with any swap
agreement  (as  defined in 11 U.S.C.  101),  which will remain in full force and
effect notwithstanding that prepayment.

         7. _______ FINANCING AGREEMENT AND OTHER FINANCING DOCUMENTS. This Note
is the "Facility 3 Note"  described in a Financing and Security  Agreement dated
September  11, 1997 by and among  Arguss,  White  Mountain,  Conceptronic,  Inc.
("Conceptronic")  and the Lender  (the  Financing  and  Security  Agreement,  as
amended, modified, restated,  substituted,  extended and renewed at any time and
from  time to time,  is  hereinafter  called  the  "Financing  Agreement").  The
indebtedness  evidenced by this Note is included  within the meaning of the term
"Obligations" as defined in the Financing Agreement. This Note increases, amends
and restates in its entirety that certain  Third Amended and Restated  Revolving
Promissory  Note effective as of May 31, 1998 from the Borrowers in favor of the
Lender,  in the maximum  principal  amount of Eight  Million and No/100  Dollars
($8,000,000.00)  (the  "Original  Note").  ____ It is expressly  agreed that the
indebtedness evidenced by the Original Note


                                        4

<PAGE>



has not been  extinguished  or  discharged  by this  Note.  The term  "Financing
Documents" as used in this Note shall mean  collectively this Note, the Facility
1 Note, the Facility 2 Note, the Facility 2 Term Notes, the Facility 4 Note, the
Facility 5 Note,  the Facility 6 Note, the Facility 7 Note, the Facility 8 Note,
the Facility 8 Term Notes,  the Financing  Agreement  and any other  instrument,
agreement,  or document  previously,  simultaneously,  or hereafter executed and
delivered by the Borrowers,  Conceptronic and/or any other person, singularly or
jointly  with  any  other  person,  evidencing,  securing,  guaranteeing,  or in
connection  with the Principal Sum, this Note, the Facility 1 Note, the Facility
2 Note, the Facility 2 Term Notes, the Facility 4 Note, the Facility 5 Note, the
Facility 6 Note,  the Facility 7 Note,  the Facility 8 Note, the Facility 8 Term
Notes, and/or the Financing Agreement. All capitalized terms used herein and not
otherwise  defined shall have the meanings  given to such terms in the Financing
Agreement.

         8.  SECURITY.  This  Note  is  secured  as  provided  in the  Financing
Agreement.

         9.  EVENTS  OF  DEFAULT.  The  occurrence  of any  one or  more  of the
following events shall constitute an event of default  (individually,  an "Event
of Default" and  collectively,  the "Events of Default") under the terms of this
Note:  (a) ______ The  failure of the  Borrowers  to pay to the Lender when due,
after all  applicable  grace  periods,  if any,  and all amounts  payable by the
Borrowers  to the  Lender  under  the  terms of this  Note;  or (b)  ______  The
occurrence  of an event of  default  (as  defined  therein)  under the terms and
conditions  of any of the other  Financing  Documents.  10.  REMEDIES.  Upon the
occurrence  of an Event of  Default,  at the option of the  Lender,  all amounts
payable  by the  Borrowers  to the  Lender  under the  terms of this Note  shall
immediately


                                        5

<PAGE>



become due and  payable by the  Borrowers  to the Lender  without  notice to the
Borrowers  or any other  person,  and the Lender  shall have all of the  rights,
powers,  and remedies  available  under the terms of this Note, any of the other
Financing  Documents and all  applicable  laws. The Borrowers and all endorsers,
guarantors,  and other  parties  who may now or in the  future be  primarily  or
secondarily  liable for the payment of the  indebtedness  evidenced by this Note
hereby  severally  waive  presentment,  protest and  demand,  notice of protest,
notice of demand and of  dishonor  and  non-payment  of this Note and  expressly
agree that this Note or any payment  hereunder may be extended from time to time
without in any way  affecting  the liability of the  Borrowers,  guarantors  and
endorsers.

          Until  such time as the  Lender  is not  committed  to extend  further
credit to the Borrowers and all  Obligations of the Borrowers to the Lender have
been  indefeasibly paid in full in cash, and subject to and not in limitation of
the  provisions  set forth in the next following  paragraph  below,  none of the
Borrowers  shall have any right of  subrogation  (whether  contractual,  arising
under the Bankruptcy Code or otherwise),  reimbursement or contribution from any
of the Borrowers or any guarantor, nor any right of recourse to its security for
any of the debts and  obligations of any of the Borrowers  which are the subject
of  this  Note.  Except  as  otherwise  expressly  permitted  by  the  Financing
Agreement,  any and all present and future debts and  obligations  of any of the
Borrowers to either of the Borrowers are hereby subordinated to the full payment
and  performance  of all present and future debts and  obligations to the Lender
under  this  Note  and the  Financing  Agreement  and the  Financing  Documents,
provided,  however,  notwithstanding  anything  set  forth  in this  Note to the
contrary,  prior to the occurrence of a payment Default,  the Borrowers shall be
permitted to make


                                        6

<PAGE>



payments on account of any of such present and future debts and obligations from
time to time in accordance with the terms thereof.

         Each of the Borrowers further agree that, if any payment made by either
of the  Borrowers or any other person is applied to this Note and is at any time
annulled,  set aside,  rescinded,  invalidated,  declared  to be  fraudulent  or
preferential or otherwise  required to be refunded or repaid, or the proceeds of
any  property  hereafter  securing  this Note is  required to be returned by the
Lender to either of the Borrowers,  its estate,  trustee,  receiver or any other
party, including,  without limitation,  such Borrower, under any bankruptcy law,
state or federal law, common law or equitable cause, then, to the extent of such
payment  or  repayment,  such  Borrower's  liability  hereunder  (and any  lien,
security  interest or other  collateral  securing such  liability)  shall be and
remain in full  force and  effect,  as fully as if such  payment  had never been
made, or, if prior thereto any such lien,  security interest or other collateral
hereafter securing such Borrower's  liability hereunder shall have been released
or terminated by virtue of such  cancellation or surrender,  this Note (and such
lien,  security  interest or other collateral) shall be reinstated in full force
and  effect,  and such  prior  cancellation  or  surrender  shall not  diminish,
release,  discharge, impair or otherwise affect the obligations of such Borrower
in respect of the amount of such  payment  (or any lien,  security  interest  or
other collateral securing such obligation).

         The JOINT AND SEVERAL  obligations of each of the Borrowers  under this
Note shall be absolute,  irrevocable and  unconditional and shall remain in full
force and effect  until the  outstanding  principal of and interest on this Note
and all other  Obligations  or amounts  due  hereunder  and under the  Financing
Agreement and the Financing  Documents shall have been indefeasibly paid in full
in cash in  accordance  with the terms  thereof  and this Note  shall  have been
canceled.


                                        7

<PAGE>



         11. ______ EXPENSES. The Borrowers,  jointly and severally,  promise to
pay to the Lender on demand by the Lender all costs and expenses incurred by the
Lender  in  connection  with  the  collection  and  enforcement  of  this  Note,
including,  without limitation,  reasonable attorneys' fees and expenses and all
court costs.

         12.  ______  NOTICES.  Any  notice,  request,  or demand to or upon the
Borrowers or the Lender shall be deemed to have been properly given or made when
delivered in accordance with Section 11.01 of the Financing Agreement.

         13. ______  MISCELLANEOUS.  Each right, power, and remedy of the Lender
as provided for in this Note or any of the other Financing Documents,  or now or
hereafter existing under any applicable law or otherwise shall be cumulative and
concurrent  and shall be in  addition  to every other  right,  power,  or remedy
provided  for in this Note or any of the  other  Financing  Documents  or now or
hereafter  existing under any  applicable  law, and the exercise or beginning of
the  exercise  by the  Lender  of any one or more of  such  rights,  powers,  or
remedies shall not preclude the  simultaneous or later exercise by the Lender of
any or all such other rights,  powers,  or remedies.  No failure or delay by the
Lender to insist upon the strict performance of any term,  condition,  covenant,
or  agreement  of  this  Note or any of the  other  Financing  Documents,  or to
exercise any right,  power, or remedy  consequent  upon a breach thereof,  shall
constitute a waiver of any such term,  condition,  covenant,  or agreement or of
any such breach,  or preclude the Lender from exercising any such right,  power,
or remedy at a later time or times.  By accepting  payment after the due date of
any amount  payable under the terms of this Note, the Lender shall not be deemed
to waive  the right  either  to  require  prompt  payment  when due of all other
amounts  payable  under the terms of this Note or to declare an Event of Default
for


                                        8

<PAGE>



the failure to effect such prompt payment of any such other amount. No course of
dealing or conduct  shall be  effective to amend,  modify,  waive,  release,  or
change any provisions of this Note.

         14. ______ PARTIAL INVALIDITY.  In the event any provision of this Note
(or any part of any provision) is held by a court of competent  jurisdiction  to
be  invalid,   illegal,  or  unenforceable  in  any  respect,  such  invalidity,
illegality,  or  unenforceability  shall  not  affect  any other  provision  (or
remaining  part of the affected  provision) of this Note; but this Note shall be
construed as if such  invalid,  illegal,  or  unenforceable  provision  (or part
thereof)  had not been  contained  in this  Note,  but only to the  extent it is
invalid, illegal, or unenforceable.

         15. ______ CAPTIONS.  The captions herein set forth are for convenience
only and shall not be deemed to define,  limit,  or describe the scope or intent
of this Note.

         16.  ______  APPLICABLE  LAW. Each of the  Borrowers  acknowledges  and
agrees that this Note shall be  governed  by the laws of the State of  Maryland,
even though for the convenience  and at the request of the Borrowers,  this Note
may be executed elsewhere.

         17. _______ ARBITRATION.  ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE
PARTIES  HERETO  INCLUDING  BUT NOT LIMITED TO THOSE ARISING OUT OF THIS NOTE OR
ANY RELATED INSTRUMENTS,  AGREEMENTS OR DOCUMENTS,  INCLUDING ANY CLAIM BASED ON
OR ARISING FROM AN ALLEGED TORT,  SHALL BE DETERMINED BY BINDING  ARBITRATION IN
ACCORDANCE  WITH  THE  FEDERAL  ARBITRATION  ACT  (OR  IF  NOT  APPLICABLE,  THE
APPLICABLE  STATE LAW),  THE RULES OF PRACTICE AND PROCEDURE FOR  ARBITRATION OF
COMMERCIAL DISPUTES OF ENDISPUTE,  INC., D/B/A  J.A.M.S./ENDISPUTE  ("J.A.M.S.")
AND THE "SPECIAL RULES" SET FORTH BELOW. IN THE EVENT OF AN INCONSISTENCY, THE


                                        9

<PAGE>



SPECIAL RULES SHALL CONTROL.  JUDGMENT UPON ANY ARBITRATION AWARD MAY BE ENTERED
IN ANY COURT HAVING  JURISDICTION.  ANY PARTY TO THIS  INSTRUMENT,  AGREEMENT OR
DOCUMENT MAY BRING ANY ACTION,  INCLUDING A SUMMARY OR EXPEDITED PROCEEDING,  TO
COMPEL  ARBITRATION  OF ANY  CONTROVERSY  OR  CLAIM TO  WHICH  THIS  INSTRUMENT,
AGREEMENT OR DOCUMENT RELATES IN ANY COURT HAVING JURISDICTION OVER SUCH ACTION.

                  (A) ______ SPECIAL RULES.  THE ARBITRATION  SHALL BE CONDUCTED
IN MONTGOMERY COUNTY,  MARYLAND AND ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN
ARBITRATOR.  IF J.A.M.S.  IS UNABLE OR LEGALLY PRECLUDED FROM  ADMINISTERING THE
ARBITRATION,   THEN  THE  AMERICAN  ARBITRATION   ASSOCIATION  WILL  SERVE.  ALL
ARBITRATION HEARINGS WILL BE COMMENCED WITHIN NINETY (90) DAYS OF THE DEMAND FOR
ARBITRATION;  FURTHER,  THE ARBITRATOR  SHALL ONLY,  UPON A SHOWING OF CAUSE, BE
PERMITTED TO EXTEND THE COMMENCING OF SUCH HEARING FOR AN ADDITIONAL  SIXTY (60)
DAYS.

                  (B) ______ RESERVATION OF RIGHTS.  NOTHING IN THIS INSTRUMENT,
NOTE SHALL BE DEEMED TO: (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE
STATUTES OF LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS NOTE; OR (II)
BE A WAIVER BY THE LENDER OF THE PROTECTION AFFORDED TO IT BY 12 U.S.C. ss.91 OR
ANY SUBSTANTIALLY  EQUIVALENT STATE LAW; OR (III) LIMIT THE RIGHT OF THE LENDER:
(A) TO EXERCISE SELF HELP  REMEDIES SUCH AS (BUT NOT LIMITED TO) SETOFF,  OR (B)
TO FORECLOSE AGAINST ANY REAL OR


                                       10

<PAGE>



PERSONAL  PROPERTY  COLLATERAL,  OR (C) TO OBTAIN FROM A COURT  PROVI  SIONAL OR
ANCILLARY  REMEDIES  SUCH AS (BUT NOT LIMITED  TO)  INJUNCTIVE  RELIEF,  WRIT OF
POSSESSION OR THE  APPOINTMENT OF A RECEIVER.  THE LENDER MAY EXERCISE SUCH SELF
HELP  RIGHTS,  FORECLOSE  UPON SUCH  PROPERTY,  OR OBTAIN  SUCH  PROVISIONAL  OR
ANCILLARY  REMEDIES  BEFORE,  DURING OR AFTER THE  PENDENCY  OF ANY  ARBITRATION
PROCEEDING  BROUGHT  PURSUANT TO THIS NOTE.  NEITHER  THE  EXERCISE OF SELF HELP
REMEDIES NOR THE INSTITUTION OR MAINTENANCE OF ANY ACTION FOR FORECLOSURE OR FOR
PROVISIONAL OR ANCILLARY  REMEDIES SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY
PARTY,  INCLUDING  THE CLAIMANT IN SUCH ACTION,  TO ARBITRATE  THE MERITS OF THE
CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.

         18. ______ CONSENT TO JURISDICTION.  Each of the Borrowers  irrevocably
submits to the  jurisdiction  of any state or federal court sitting in the State
of Maryland over any suit,  action, or proceeding  arising out of or relating to
this Note.  Each of the  Borrowers  irrevocably  waives,  to the fullest  extent
permitted by law, any objection  that it may now or hereafter have to the laying
of venue of any such suit,  action, or proceeding  brought in any such court and
any claim that any such suit,  action,  or proceeding  brought in any such court
has been  brought in an  inconvenient  forum.  Final  judgment in any such suit,
action, or proceeding  brought in any such court shall be conclusive and binding
upon the  Borrowers  and may be enforced in any court in which the Borrowers are
subject to  jurisdiction  by a suit upon such judgment  provided that service of
process is effected  upon the Borrowers as provided in this Note or as otherwise
permitted by applicable law.


                                       11

<PAGE>



         19. ______ WAIVER OF TRIAL BY JURY. EACH OF THE BORROWERS HEREBY WAIVES
TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH THE  BORROWERS,  OR EITHER OF
THEM, AND THE LENDER MAY BE PARTIES,  ARISING OUT OF OR IN ANY WAY PERTAINING TO
(A) THIS NOTE OR (B) THE FINANCING  DOCUMENTS.  IT IS AGREED AND UNDERSTOOD THAT
THIS  WAIVER  CONSTITUTES  A WAIVER OF TRIAL BY JURY OF ALL CLAIMS  AGAINST  ALL
PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE
NOT PARTIES TO THIS NOTE.

         THIS  WAIVER  IS  KNOWINGLY,  WILLINGLY  AND  VOLUNTARILY  MADE  BY THE
BORROWERS, AND THE BORROWERS HEREBY REPRESENT THAT NO REPRESENTATIONS OF FACT OR
OPINION HAVE BEEN MADE BY ANY  INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY
OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT.  THE BORROWERS  FURTHER REPRESENT
THAT THEY HAVE BEEN REPRESENTED IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF
THIS WAIVER BY INDEPENDENT  LEGAL COUNSEL,  SELECTED OF THEIR OWN FREE WILL, AND
THAT THEY HAVE HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.


                                       12

<PAGE>


         IN WITNESS WHEREOF,  the Borrowers have caused this Note to be executed
under seal by their duly authorized officers as of the date first written above.

WITNESS/ATTEST:                          ARGUSS HOLDINGS, INC.



______________________________           By:______________________________(SEAL)
                                              Arthur F. Trudel
                                              Chief Financial Officer

WITNESS/ATTEST:                          WHITE MOUNTAIN CONSTRUCTION
                                          CABLE CORP.



______________________________           By:______________________________(SEAL)
                                              Arthur F. Trudel
                                              Vice President




                                       13

<PAGE>

                            REVOLVING PROMISSORY NOTE
                                  (Facility 8)

$7,000,000.00                                                Rockville, Maryland
                                                                   June 26, 1998

         FOR VALUE RECEIVED, ARGUSS HOLDINGS, INC. a corporation organized under
the laws of the State of Delaware and WHITE MOUNTAIN CABLE CONSTRUCTION CORP., a
corporation organized under the laws of the State of Delaware (collectively, the
"Borrowers" and each a "Borrower"), jointly and severally, promise to pay to the
order of NATIONSBANK,  N.A., a national banking association,  its successors and
assigns (the  "Lender"),  the principal sum of SEVEN MILLION AND NO/100  DOLLARS
($7,000,000.00)  (the "Principal Sum"), or so much thereof as has been or may be
advanced and  readvanced to or for the account of the Borrowers  pursuant to the
terms and  conditions  of the  Financing  Agreement  (as  hereinafter  defined),
together with interest  thereon at the rate or rates  hereinafter  provided,  in
accordance with the following:

         1. _______  INTEREST.  Commencing as of the date hereof and  continuing
until  repayment  in full of all sums due  hereunder,  all  amounts  outstanding
hereunder shall bear interest at the LIBOR Rate (as hereinafter  defined),  plus
one hundred and sixty five basis points  (1.65%)  rounded  upward to the nearest
basis point. For purposes hereof, the "LIBOR Rate" shall mean a fluctuating rate
equal to the daily  London  Interbank  Offered  Rate for  thirty  (30) days U.S.
Dollar  deposits  as quoted by the  Lender as of 11:00 A.M.  (Washington,  D.C.,
time),  which rate shall be  adjusted  for any  Federal  Reserve  Board  reserve
requirements  imposed upon the Lender from time to time (the "LIBOR Rate").  The
interest  rate on all sums  accruing  interest at the LIBOR Rate under this Note
shall  change on the first day of each month,  based on the LIBOR Rate as of the
last day of the immediately preceding month.


                                        1

<PAGE>



         2. _______ PAYMENTS AND MATURITY.  The unpaid  Principal Sum,  together
with interest  thereon at the rate or rates provided above,  shall be payable as
follows:
                   (a) _____  Interest on the unpaid  Principal Sum shall be due
and payable monthly, commencing July 31, 1998, and on the last day of each month
thereafter to maturity; and

                  (b) ______  Unless  sooner  paid,  the unpaid  Principal  Sum,
together with interest  accrued and unpaid thereon,  shall be due and payable in
full on May 31, 1999.

          The fact that the balance  hereunder  may be reduced to zero from time
to time  pursuant  to the  Financing  Agreement  will not affect the  continuing
validity  of this  Note or the  Financing  Agreement,  and  the  balance  may be
increased to the Principal Sum after any such reduction to zero.

         3. ________ CONVERSION PERIOD. Advances under this Note shall from time
to time be converted  to one or more term loans  pursuant to Section 2.0_ (a) of
the Financing  Agreement.  Amounts converted to term loans and outstanding under
such term loans shall reduce the maximum  principal  amount available under this
Note by an equivalent amount.

         4. _______ DEFAULT INTEREST. Upon the occurrence of an Event of Default
(as  hereinafter  defined),   the  unpaid  Principal  Sum  shall  bear  interest
thereafter  at a rate two percent  (2%) per annum in excess of the then  highest
current  rate or rates of  interest  hereunder  until  such  Event of Default is
cured.

         5.  _______  LATE  CHARGES.  If the  Borrowers  shall  fail to make any
payment  under the terms of this Note  within  fifteen  (15) days after the date
such  payment  is due,  the  Borrowers  shall pay to the Lender on demand a late
charge equal to five percent (5%) of such payment.

         6. _______  APPLICATION  AND PLACE OF PAYMENTS.  All payments,  made on
account of this Note shall be applied  first to the  payment of any late  charge
then due hereunder, second to the payment


                                        2

<PAGE>



of accrued and unpaid  interest then due hereunder,  and the remainder,  if any,
shall be applied to the unpaid Principal Sum, with application first made to all
principal  installments  then due hereunder,  next to the outstanding  principal
balance due and owing at maturity and  thereafter to the principal  payments due
in the inverse order of  maturities.  Notwithstanding  any  provision  contained
herein to the contrary, any portion of a permitted partial prepayment applied to
the unpaid  Principal  Sum shall be applied first to the  outstanding  principal
balance due and owing at maturity and  thereafter to the principal  payments due
in the inverse order of  maturities.  All payments on account of this Note shall
be paid in lawful money of the United States of America in immediately available
funds during  regular  business  hours of the Lender at its principal  office in
Bethesda,  Maryland  or at such other  times and places as the Lender may at any
time and from time to time designate in writing to the Borrowers.  The Lender is
authorized  to deduct  any  payment  (including  payments  of  principal  and/or
interest as above provided) from the Borrowers'  Account Number  003918973721 on
or after the date the payment is due; provided, however, that such authorization
shall not be deemed to  relieve  the  Borrowers  from  their  joint and  several
obligation to make such payment when it is due.

         7. _______ FINANCING AGREEMENT AND OTHER FINANCING DOCUMENTS. This Note
is the  "Facility  8 Note"  described  in a Sixth  Amendment  to  Financing  and
Security   Agreement  of  even  date  herewith  by  and  among  the   Borrowers,
Conceptronic,  Inc.  ("Conceptronic")  and the Lender,  which Sixth Amendment to
Financing  and Security  Agreement  amends that certain  Financing  and Security
Agreement   dated  as  of  September  11,  1997  by  and  among  the  Borrowers,
Conceptronic and the Lender (the Financing and Security  Agreement,  as amended,
modified, restated, substituted,  extended and renewed at any time and from time
to time, the "Financing Agreement").  The indebtedness evidenced by this Note is
included within the meaning of the term "Obligations" as


                                        3

<PAGE>



defined in the Financing  Agreement.  The term "Financing  Documents" as used in
this Note shall mean collectively this Note, the Facility 1 Note, the Facility 2
Note,  the Facility 2 Term Notes,  the Facility 3 Note, the Facility 4 Note, the
Facility 5 Note,  the  Facility 6 Note,  the  Facility 7 Note and the Facility 8
Term Notes,  the Financing  Agreement and any other  instrument,  agreement,  or
document previously,  simultaneously, or hereafter executed and delivered by the
Borrowers,  Conceptronic and/or any other person, singularly or jointly with any
other person,  evidencing,  securing,  guaranteeing,  or in connection  with the
Principal Sum, this Note,  the Facility 1 Note,  the Facility 2 Term Notes,  the
Facility 3 Note,  the Facility 4 Note, the Facility 5 Note, the Facility 6 Note,
the  Facility  7 Note  and  the  Facility  8 Term  Notes  and/or  the  Financing
Agreement.  All  capitalized  terms used herein and not otherwise  defined shall
have the meanings given to such terms in the Financing Agreement.

         8. _______  PREPAYMENT.  ________  During any  Conversion  Period,  the
Borrowers  may prepay the Principal Sum in whole or in part, at any time or from
time to time,  without  premium or penalty.  Any prepayment  made not within any
Conversion Period, in whole or in part, will not affect the Borrowers' joint and
several  obligation  to  continue  making  payment in  connection  with any swap
agreement  (as  defined in 11 U.S.C.  101),  which will remain in full force and
effect notwithstanding that prepayment.

         9.  SECURITY.  This  Note  is  secured  as  provided  in the  Financing
Agreement.

         10.  EVENTS  OF  DEFAULT.  The  occurrence  of any  one or  more of the
following events shall constitute an event of default  (individually,  an "Event
of Default" and  collectively,  the "Events of Default") under the terms of this
Note:


                                        4

<PAGE>



                  (a) ______ The failure of the  Borrowers  to pay to the Lender
when due,  after all  applicable  grace  periods,  if any,  any and all  amounts
payable by the Borrowers to the Lender under the terms of this Note; or

                  (b) ______ The  occurrence  of an event of default (as defined
therein) under the terms and conditions of any of the other Financing Documents.

         11. ______ REMEDIES. Upon the occurrence of an Event of Default, at the
option of the Lender,  all amounts  payable by the Borrowers to the Lender under
the terms of this Note shall immediately become due and payable by the Borrowers
to the Lender  without  notice to the  Borrowers  or any other  person,  and the
Lender shall have all of the rights,  powers,  and remedies  available under the
terms of this Note,  any of the other  Financing  Documents  and all  applicable
laws. The Borrowers and all endorsers, guarantors, and other parties who may now
or in the future be  primarily  or  secondarily  liable  for the  payment of the
indebtedness evidenced by this Note hereby severally waive presentment,  protest
and demand, notice of protest,  notice of demand and of dishonor and non-payment
of this Note and expressly agree that this Note or any payment  hereunder may be
extended  from time to time without in any way  affecting  the  liability of the
Borrowers, guarantors and endorsers.

          Until  such time as the  Lender  is not  committed  to extend  further
credit to the Borrowers and all  Obligations of the Borrowers to the Lender have
been  indefeasibly paid in full in cash, and subject to and not in limitation of
the provisions set forth in the next following  paragraph  below,  the Borrowers
shall not have any right of subrogation (whether contractual,  arising under the
Bankruptcy Code or otherwise),  reimbursement  or  contribution  from any of the
Borrowers or any guarantor, nor any right of recourse to its security for any of
the debts and obligations of any of the Borrowers


                                        5

<PAGE>



which are the subject of this Note. Except as otherwise  expressly  permitted by
the Financing Agreement, any and all present and future debts and obligations of
any of the Borrowers to either of the Borrowers are hereby  subordinated  to the
full payment and  performance of all present and future debts and obligations to
the  Lender  under  this  Note and the  Financing  Agreement  and the  Financing
Documents, provided, however, notwithstanding anything set forth in this Note to
the contrary,  prior to the occurrence of a payment Default, the Borrowers shall
be permitted to make payments on account of any of such present and future debts
and obligations from time to time in accordance with the terms thereof.

         Each of the Borrowers further agree that, if any payment made by either
of the  Borrowers or any other person is applied to this Note and is at any time
annulled,  set aside,  rescinded,  invalidated,  declared  to be  fraudulent  or
preferential or otherwise  required to be refunded or repaid, or the proceeds of
any  property  hereafter  securing  this Note is  required to be returned by the
Lender to either of the Borrowers,  its estate,  trustee,  receiver or any other
party, including,  without limitation,  such Borrower, under any bankruptcy law,
state or federal law, common law or equitable cause, then, to the extent of such
payment  or  repayment,  such  Borrower's  liability  hereunder  (and any  lien,
security  interest or other  collateral  securing such  liability)  shall be and
remain in full  force and  effect,  as fully as if such  payment  had never been
made, or, if prior thereto any such lien,  security interest or other collateral
hereafter securing such Borrower's  liability hereunder shall have been released
or terminated by virtue of such  cancellation or surrender,  this Note (and such
lien,  security  interest or other collateral) shall be reinstated in full force
and  effect,  and such  prior  cancellation  or  surrender  shall not  diminish,
release, discharge, impair or otherwise affect the


                                        6

<PAGE>



obligations  of such  Borrower in respect of the amount of such  payment (or any
lien, security interest or other collateral securing such obligation).

         The JOINT AND  SEVERAL  obligations  of each  Borrower  under this Note
shall be absolute,  irrevocable and unconditional and shall remain in full force
and effect until the outstanding  principal of and interest on this Note and all
other Obligations or amounts due hereunder and under the Financing Agreement and
the Financing  Documents  shall have been  indefeasibly  paid in full in cash in
accordance with the terms thereof and this Note shall have been canceled.

         12. ______ EXPENSES. The Borrowers,  jointly and severally,  promise to
pay to the Lender on demand by the Lender all costs and expenses incurred by the
Lender  in  connection  with  the  collection  and  enforcement  of  this  Note,
including,  without limitation,  reasonable attorneys' fees and expenses and all
court costs.

         13.  ______  NOTICES.  Any  notice,  request,  or demand to or upon the
Borrowers or the Lender shall be deemed to have been properly given or made when
delivered in accordance with Section 11.01 of the Financing Agreement.

         14. ______  MISCELLANEOUS.  Each right, power, and remedy of the Lender
as provided for in this Note or any of the other Financing Documents,  or now or
hereafter existing under any applicable law or otherwise shall be cumulative and
concurrent  and shall be in  addition  to every other  right,  power,  or remedy
provided  for in this Note or any of the  other  Financing  Documents  or now or
hereafter  existing under any  applicable  law, and the exercise or beginning of
the  exercise  by the  Lender  of any one or more of  such  rights,  powers,  or
remedies shall not preclude the  simultaneous or later exercise by the Lender of
any or all such other rights,  powers,  or remedies.  No failure or delay by the
Lender to insist upon the strict performance of any term,  condition,  covenant,
or agreement of this Note or


                                        7

<PAGE>



any of the other Financing Documents, or to exercise any right, power, or remedy
consequent  upon a breach thereof,  shall  constitute a waiver of any such term,
condition,  covenant, or agreement or of any such breach, or preclude the Lender
from  exercising any such right,  power,  or remedy at a later time or times. By
accepting  payment  after the due date of any amount  payable under the terms of
this Note,  the Lender  shall not be deemed to waive the right either to require
prompt  payment when due of all other  amounts  payable  under the terms of this
Note or to declare an Event of Default  for the  failure to effect  such  prompt
payment of any such  other  amount.  No course of  dealing  or conduct  shall be
effective to amend,  modify,  waive,  release,  or change any provisions of this
Note.

         15. ______ PARTIAL INVALIDITY.  In the event any provision of this Note
(or any part of any provision) is held by a court of competent  jurisdiction  to
be  invalid,   illegal,  or  unenforceable  in  any  respect,  such  invalidity,
illegality,  or  unenforceability  shall  not  affect  any other  provision  (or
remaining  part of the affected  provision) of this Note; but this Note shall be
construed as if such  invalid,  illegal,  or  unenforceable  provision  (or part
thereof)  had not been  contained  in this  Note,  but only to the  extent it is
invalid, illegal, or unenforceable.

         16. ______ CAPTIONS.  The captions herein set forth are for convenience
only and shall not be deemed to define,  limit,  or describe the scope or intent
of this Note.

         17.  ______  APPLICABLE  LAW. Each of the  Borrowers  acknowledges  and
agrees that this Note shall be  governed  by the laws of the State of  Maryland,
even though for the convenience  and at the request of the Borrowers,  this Note
may be executed elsewhere.

         18. ARBITRATION.  ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES
HERETO  INCLUDING  BUT NOT  LIMITED  TO THOSE  ARISING  OUT OF THIS  NOTE OR ANY
RELATED INSTRUMENTS, AGREEMENTS OR DOCUMENTS,


                                        8

<PAGE>



INCLUDING  ANY  CLAIM  BASED  ON OR  ARISING  FROM AN  ALLEGED  TORT,  SHALL  BE
DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT
(OR IF NOT  APPLICABLE,  THE  APPLICABLE  STATE LAW),  THE RULES OF PRACTICE AND
PROCEDURE FOR  ARBITRATION  OF COMMERCIAL  DISPUTES OF  ENDISPUTE,  INC.,  D/B/A
J.A.M.S./ENDISPUTE  ("J.A.M.S.") AND THE "SPECIAL RULES" SET FORTH BELOW. IN THE
EVENT OF AN  INCONSISTENCY,  THE SPECIAL RULES SHALL CONTROL.  JUDGMENT UPON ANY
ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION.  ANY PARTY TO
THIS INSTRUMENT, AGREEMENT OR DOCUMENT MAY BRING ANY ACTION, INCLUDING A SUMMARY
OR EXPEDITED  PROCEEDING,  TO COMPEL  ARBITRATION OF ANY CONTROVERSY OR CLAIM TO
WHICH  THIS  INSTRUMENT,  AGREEMENT  OR  DOCUMENT  RELATES  IN ANY COURT  HAVING
JURISDICTION OVER SUCH ACTION.

                  (A) ______ SPECIAL RULES.  THE ARBITRATION  SHALL BE CONDUCTED
IN MONTGOMERY COUNTY,  MARYLAND AND ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN
ARBITRATOR.  IF J.A.M.S.  IS UNABLE OR LEGALLY PRECLUDED FROM  ADMINISTERING THE
ARBITRATION,   THEN  THE  AMERICAN  ARBITRATION   ASSOCIATION  WILL  SERVE.  ALL
ARBITRATION HEARINGS WILL BE COMMENCED WITHIN NINETY (90) DAYS OF THE DEMAND FOR
ARBITRATION;  FURTHER,  THE ARBITRATOR  SHALL ONLY,  UPON A SHOWING OF CAUSE, BE
PERMITTED TO EXTEND THE COMMENCING OF SUCH HEARING FOR AN ADDITIONAL  SIXTY (60)
DAYS.


                                        9

<PAGE>



                  (B) ______ RESERVATION OF RIGHTS.  NOTHING IN THIS INSTRUMENT,
NOTE SHALL BE DEEMED TO: (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE
STATUTES OF LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS NOTE; OR (II)
BE A WAIVER BY THE LENDER OF THE PROTECTION AFFORDED TO IT BY 12 U.S.C. ss.91 OR
ANY SUBSTANTIALLY  EQUIVALENT STATE LAW; OR (III) LIMIT THE RIGHT OF THE LENDER:
(A) TO EXERCISE SELF HELP  REMEDIES SUCH AS (BUT NOT LIMITED TO) SETOFF,  OR (B)
TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY COLLATERAL,  OR (C) TO OBTAIN
FROM A COURT PROVI  SIONAL OR  ANCILLARY  REMEDIES  SUCH AS (BUT NOT LIMITED TO)
INJUNCTIVE  RELIEF,  WRIT OF POSSESSION OR THE  APPOINTMENT  OF A RECEIVER.  THE
LENDER MAY EXERCISE  SUCH SELF HELP RIGHTS,  FORECLOSE  UPON SUCH  PROPERTY,  OR
OBTAIN  SUCH  PROVISIONAL  OR  ANCILLARY  REMEDIES  BEFORE,  DURING OR AFTER THE
PENDENCY OF ANY ARBITRATION  PROCEEDING  BROUGHT PURSUANT TO THIS NOTE.  NEITHER
THE EXERCISE OF SELF HELP REMEDIES NOR THE  INSTITUTION  OR  MAINTENANCE  OF ANY
ACTION FOR FORECLOSURE OR FOR PROVISIONAL OR ANCILLARY REMEDIES SHALL CONSTITUTE
A WAIVER OF THE RIGHT OF ANY PARTY,  INCLUDING  THE CLAIMANT IN SUCH ACTION,  TO
ARBITRATE  THE MERITS OF THE  CONTROVERSY  OR CLAIM  OCCASIONING  RESORT TO SUCH
REMEDIES.

         19. ______ CONSENT TO JURISDICTION.  Each of the Borrowers  irrevocably
submits to the  jurisdiction  of any state or federal court sitting in the State
of Maryland over any suit,  action, or proceeding  arising out of or relating to
this Note.  Each of the  Borrowers  irrevocably  waives,  to the fullest  extent
permitted by law, any objection  that it may now or hereafter have to the laying
of


                                       10

<PAGE>



venue of any such suit,  action, or proceeding brought in any such court and any
claim that any such suit,  action,  or proceeding  brought in any such court has
been brought in an inconvenient  forum. Final judgment in any such suit, action,
or proceeding brought in any such court shall be conclusive and binding upon the
Borrowers and may be enforced in any court in which the Borrowers are subject to
jurisdiction  by a suit upon such  judgment  provided that service of process is
effected upon the  Borrowers as provided in this Note or as otherwise  permitted
by applicable law.

         20. ______ WAIVER OF TRIAL BY JURY. EACH OF THE BORROWERS HEREBY WAIVES
TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH THE  BORROWERS,  OR EITHER OF
THEM, AND THE LENDER MAY BE PARTIES,  ARISING OUT OF OR IN ANY WAY PERTAINING TO
(A) THIS NOTE OR (B) THE FINANCING  DOCUMENTS.  IT IS AGREED AND UNDERSTOOD THAT
THIS  WAIVER  CONSTITUTES  A WAIVER OF TRIAL BY JURY OF ALL CLAIMS  AGAINST  ALL
PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE
NOT PARTIES TO THIS NOTE.

         THIS  WAIVER  IS  KNOWINGLY,  WILLINGLY  AND  VOLUNTARILY  MADE  BY THE
BORROWERS, AND THE BORROWERS HEREBY REPRESENT THAT NO REPRESENTATIONS OF FACT OR
OPINION HAVE BEEN MADE BY ANY  INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY
OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT.  THE BORROWERS  FURTHER REPRESENT
THAT THEY HAVE BEEN REPRESENTED IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF
THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED


                                       11

<PAGE>


OF THEIR OWN FREE WILL,  AND THAT THEY HAVE HAD THE  OPPORTUNITY TO DISCUSS THIS
WAIVER WITH COUNSEL.

         IN WITNESS WHEREOF,  the Borrowers have caused this Note to be executed
under seal by their duly authorized officers as of the date first written above.

WITNESS/ATTEST:                        ARGUSS HOLDINGS, INC.



______________________________         By:______________________________(SEAL)
                                             Arthur F. Trudel
                                             Chief Financial Officer

WITNESS/ATTEST:                        WHITE MOUNTAIN CONSTRUCTION
                                         CABLE CORP.


______________________________         By:______________________________(SEAL)
                                            Arthur F. Trudel
                                             Vice President


                                       12

<PAGE>
                                                                    EXHIBIT A-10
                              TERM PROMISSORY NOTE
                                  (FACILITY 8)



$_________________                                           Rockville, Maryland
                                                             ____________, 199__

         FOR VALUE  RECEIVED,  ARGUSS  HOLDINGS,  INC., a corporation  organized
under the laws of the State of Delaware and WHITE  MOUNTAIN  CABLE  CONSTRUCTION
CORP.,  a  corporation  organized  under  the  laws  of the  State  of  Delaware
(collectively,  the "Borrowers"  and each a "Borrower"),  jointly and severally,
promise  to  pay  to  the  order  of  NATIONSBANK,   N.A.,  a  national  banking
association,  its  successors and assigns (the  "Lender"),  the principal sum of
__________________________________________________________________  AND  DOLLARS
($________________) (the "Principal Sum"), together with interest thereon at the
rate or rates hereinafter provided, in accordance with the following:

         1. _______  INTEREST.  Commencing as of the date hereof and  continuing
until  repayment  in full of all sums due  hereunder,  all  amounts  outstanding
hereunder shall bear interest at the LIBOR Rate (as hereinafter  defined),  plus
one hundred and sixty five basis points  (1.65%)  rounded  upward to the nearest
basis point. For purposes hereof, the "LIBOR Rate" shall mean a fluctuating rate
equal to the daily  London  Interbank  Offered  Rate for  thirty  (30) days U.S.
Dollar  deposits  as quoted by the  Lender as of 11:00 A.M.  (Washington,  D.C.,
time),  which rate shall be  adjusted  for any  Federal  Reserve  Board  reserve
requirements  imposed upon the Lender from time to time (the "LIBOR Rate").  The
interest  rate on all sums  accruing  interest at the LIBOR Rate under this Note
shall  change on the first day of each month,  based on the LIBOR Rate as of the
last day of


                                        1

<PAGE>



the immediately  preceding  month.  All interest payable under the terms of this
Note shall be calculated on the basis of a 360-day year and the actual number of
days elapsed.

         2. _______ PAYMENTS AND MATURITY.  The unpaid  Principal Sum,  together
with interest  thereon at the rate or rates provided above,  shall be payable as
follows:

                  (a) _______ The unpaid  Principal Sum shall be due and payable
in monthly installments of principal in the amount of $___________________ each,
plus accrued and unpaid  interest,  commencing  ___________________,  and on the
last day of each month thereafter to maturity;

                  (b) ______  Unless  sooner  paid,  the unpaid  Principal  Sum,
together with interest  accrued and unpaid thereon,  shall be due and payable in
full on __________ ____, 200_.

         3. _______ DEFAULT INTEREST. Upon the occurrence of an Event of Default
(as  hereinafter  defined),   the  unpaid  Principal  Sum  shall  bear  interest
thereafter  at a rate two percent  (2%) per annum in excess of the then  current
rate or rates of interest hereunder until such Event of Default is cured.

         4.  _______  LATE  CHARGES.  If the  Borrowers  shall  fail to make any
payment  under the terms of this Note  within  fifteen  (15) days after the date
such  payment  is due,  the  Borrowers  shall pay to the Lender on demand a late
charge equal to five percent (5%) of such payment.

         5. _______  APPLICATION  AND PLACE OF PAYMENTS.  All payments,  made on
account of this Note shall be applied  first to the  payment of any late  charge
then due  hereunder,  second to the payment of accrued and unpaid  interest then
due  hereunder,  and the  remainder,  if any,  shall be  applied  to the  unpaid
Principal Sum, with application  first made to all principal  installments  then
due  hereunder,  next to the  outstanding  principal  balance  due and  owing at
maturity and  thereafter to the  principal  payments due in the inverse order of
maturities.  Notwithstanding any provision contained herein to the contrary, any
portion of a permitted partial prepayment applied to the unpaid Principal Sum


                                        2

<PAGE>



shall be applied  first to the  outstanding  principal  balance due and owing at
maturity and  thereafter to the  principal  payments due in the inverse order of
maturities.  All  payments on account of this Note shall be paid in lawful money
of the United States of America in  immediately  available  funds during regular
business hours of the Lender at its principal office in Bethesda, Maryland or at
such other  times and places as the Lender may at any time and from time to time
designate in writing to the  Borrowers.  The Lender is  authorized to deduct any
payment (including payments of principal and/or interest as above provided) from
the Borrowers'  Account Number  003918973721 on or after the date the payment is
due; provided,  however,  that such authorization shall not be deemed to relieve
the Borrowers from their joint and several  obligation to make such payment when
it is due.

         6. _______ FINANCING AGREEMENT AND OTHER FINANCING DOCUMENTS. This Note
is one  of the  "Facility  8 Term  Notes"  described  in a  Sixth  Amendment  to
Financing and Security  Agreement dated June _, 1998 by and among the Borrowers,
Conceptronic,  Inc.  ("Conceptronic")  and the Lender  which amends that certain
Financing  and  Security  Agreement  dated  September  11, 1997 by and among the
Borrower,  Conceptronics and the Borrowers (the Financing and Security Agreement
as amended, modified,  restated,  substituted,  extended and renewed at any time
and from time to time, the "Financing Agreement"). The indebtedness evidenced by
this Note is included within the meaning of the term "Obligations" as defined in
the Financing  Agreement.  The term  "Financing  Documents" as used in this Note
shall mean collectively this Note, the Facility 1 Note, the Facility 2 Note, the
Facility 3 Note,  the Facility 4 Note, the Facility 5 Note, the Facility 6 Note,
the Facility 7 Note, the Facility 8 Note, the Financing  Agreement and any other
instrument,  agreement,  or document  previously,  simultaneously,  or hereafter
executed and delivered by the Borrowers,  Conceptronic  and/or any other person,
singularly or jointly with any other person, evidencing,


                                        3

<PAGE>



securing,  guaranteeing, or in connection with the Principal Sum, this Note, the
Facility 1 Note,  the Facility 2 Note, the Facility 3 Note, the Facility 4 Note,
the Facility 5 Note,  the Facility 6 Note,  the Facility 7 Note,  the Facility 8
Note, and/or the Financing Agreement.  All capitalized terms used herein and not
otherwise  defined shall have the meanings  given to such terms in the Financing
Agreement.

         7. _______ PREPAYMENT.  ________ The Borrowers may prepay the Principal
Sum in whole or in part,  at any time or from time to time,  without  premium or
penalty.  Any  prepayment,  in whole or in part,  will not affect the Borrowers'
joint and several  obligation to continue  making payment in connection with any
swap  agreement (as defined in 11 U.S.C.  101),  which will remain in full force
and effect notwithstanding that prepayment.

         8.  SECURITY.  This  Note  is  secured  as  provided  in the  Financing
Agreement.

         9.  EVENTS  OF  DEFAULT.  The  occurrence  of any  one or  more  of the
following events shall constitute an event of default  (individually,  an "Event
of Default" and  collectively,  the "Events of Default") under the terms of this
Note:

                  (a) ______ The failure of the  Borrowers  to pay to the Lender
when due, after all applicable grace periods, if any, and all amounts payable by
the Borrowers to the Lender under the terms of this Note; or

                  (b) ______ The  occurrence  of an event of default (as defined
therein) under the terms and conditions of any of the other Financing Documents.

         10. REMEDIES. Upon the occurrence of an Event of Default, at the option
of the Lender,  all amounts  payable by the  Borrowers  to the Lender  under the
terms of this Note shall immediately  become due and payable by the Borrowers to
the Lender without notice to the Borrowers or any


                                        4

<PAGE>



other person, and the Lender shall have all of the rights,  powers, and remedies
available under the terms of this Note, any of the other Financing Documents and
all  applicable  laws. The Borrowers and all  endorsers,  guarantors,  and other
parties who may now or in the future be primarily or secondarily  liable for the
payment  of the  indebtedness  evidenced  by this Note  hereby  severally  waive
presentment,  protest  and demand,  notice of  protest,  notice of demand and of
dishonor and  non-payment of this Note and expressly agree that this Note or any
payment hereunder may be extended from time to time without in any way affecting
the liability of the Borrowers, guarantors and endorsers.

          Until  such time as the  Lender  is not  committed  to extend  further
credit to the Borrowers and all  Obligations of the Borrowers to the Lender have
been  indefeasibly paid in full in cash, and subject to and not in limitation of
the provisions set forth in the next following  paragraph  below,  the Borrowers
shall not have any right of subrogation (whether contractual,  arising under the
Bankruptcy Code or otherwise),  reimbursement  or  contribution  from any of the
Borrowers or any guarantor, nor any right of recourse to its security for any of
the debts and  obligations of any of the Borrowers which are the subject of this
Note. Except as otherwise  expressly permitted by the Financing  Agreement,  any
and all present and future  debts and  obligations  of any of the  Borrowers  to
either  of the  Borrowers  are  hereby  subordinated  to the  full  payment  and
performance of all present and future debts and  obligations to the Lender under
this Note and the Financing  Agreement and the  Financing  Documents,  provided,
however,  notwithstanding anything set forth in this Note to the contrary, prior
to the occurrence of a payment Default, the Borrowers shall be permitted to make
payments on account of any of such present and future debts and obligations from
time to time in accordance with the terms thereof.


                                        5

<PAGE>



         The  Borrowers  further  agree that,  if any payment made by any of the
Borrowers  or any  other  person  is  applied  to this  Note  and is at any time
annulled,  set aside,  rescinded,  invalidated,  declared  to be  fraudulent  or
preferential or otherwise  required to be refunded or repaid, or the proceeds of
any  property  hereafter  securing  this Note is  required to be returned by the
Lender to any of the  Borrowers,  its  estate,  trustee,  receiver  or any other
party, including,  without limitation,  such Borrower, under any bankruptcy law,
state or federal law, common law or equitable cause, then, to the extent of such
payment  or  repayment,  such  Borrower's  liability  hereunder  (and any  lien,
security  interest or other  collateral  securing such  liability)  shall be and
remain in full  force and  effect,  as fully as if such  payment  had never been
made, or, if prior thereto any such lien,  security interest or other collateral
hereafter securing such Borrower's  liability hereunder shall have been released
or terminated by virtue of such  cancellation or surrender,  this Note (and such
lien,  security  interest or other collateral) shall be reinstated in full force
and  effect,  and such  prior  cancellation  or  surrender  shall not  diminish,
release,  discharge, impair or otherwise affect the obligations of such Borrower
in respect of the amount of such  payment  (or any lien,  security  interest  or
other collateral securing such obligation).

         The JOINT AND SEVERAL  obligations of each of the Borrowers  under this
Note shall be absolute,  irrevocable and  unconditional and shall remain in full
force and effect  until the  outstanding  principal of and interest on this Note
and all other  Obligations  or amounts  due  hereunder  and under the  Financing
Agreement and the Financing  Documents shall have been indefeasibly paid in full
in cash in  accordance  with the terms  thereof  and this Note  shall  have been
canceled.

         11. ______ EXPENSES. The Borrowers,  jointly and severally,  promise to
pay to the Lender on demand by the Lender all costs and expenses incurred by the
Lender in connection with the


                                        6

<PAGE>



collection  and  enforcement  of  this  Note,  including,   without  limitation,
reasonable attorneys' fees and expenses and all court costs.

         12.  ______  NOTICES.  Any  notice,  request,  or demand to or upon the
Borrowers or the Lender shall be deemed to have been properly given or made when
delivered in accordance with Section 11.01 of the Financing Agreement.

         13. ______  MISCELLANEOUS.  Each right, power, and remedy of the Lender
as provided for in this Note or any of the other Financing Documents,  or now or
hereafter existing under any applicable law or otherwise shall be cumulative and
concurrent  and shall be in  addition  to every other  right,  power,  or remedy
provided  for in this Note or any of the  other  Financing  Documents  or now or
hereafter  existing under any  applicable  law, and the exercise or beginning of
the  exercise  by the  Lender  of any one or more of  such  rights,  powers,  or
remedies shall not preclude the  simultaneous or later exercise by the Lender of
any or all such other rights,  powers,  or remedies.  No failure or delay by the
Lender to insist upon the strict performance of any term,  condition,  covenant,
or  agreement  of  this  Note or any of the  other  Financing  Documents,  or to
exercise any right,  power, or remedy  consequent  upon a breach thereof,  shall
constitute a waiver of any such term,  condition,  covenant,  or agreement or of
any such breach,  or preclude the Lender from exercising any such right,  power,
or remedy at a later time or times.  By accepting  payment after the due date of
any amount  payable under the terms of this Note, the Lender shall not be deemed
to waive  the right  either  to  require  prompt  payment  when due of all other
amounts  payable  under the terms of this Note or to declare an Event of Default
for the  failure to effect  such  prompt  payment of any such other  amount.  No
course of  dealing  or  conduct  shall be  effective  to amend,  modify,  waive,
release, or change any provisions of this Note.


                                        7

<PAGE>



         14. ______ PARTIAL INVALIDITY.  In the event any provision of this Note
(or any part of any provision) is held by a court of competent  jurisdiction  to
be  invalid,   illegal,  or  unenforceable  in  any  respect,  such  invalidity,
illegality,  or  unenforceability  shall  not  affect  any other  provision  (or
remaining  part of the affected  provision) of this Note; but this Note shall be
construed as if such  invalid,  illegal,  or  unenforceable  provision  (or part
thereof)  had not been  contained  in this  Note,  but only to the  extent it is
invalid, illegal, or unenforceable.

         15. ______ CAPTIONS.  The captions herein set forth are for convenience
only and shall not be deemed to define,  limit,  or describe the scope or intent
of this Note.

         16.  ______  APPLICABLE  LAW. Each of the  Borrowers  acknowledges  and
agrees that this Note shall be  governed  by the laws of the State of  Maryland,
even though for the convenience  and at the request of the Borrowers,  this Note
may be executed elsewhere.

         17. _______ ARBITRATION.  ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE
PARTIES  HERETO  INCLUDING  BUT NOT LIMITED TO THOSE ARISING OUT OF THIS NOTE OR
ANY RELATED INSTRUMENTS,  AGREEMENTS OR DOCUMENTS,  INCLUDING ANY CLAIM BASED ON
OR ARISING FROM AN ALLEGED TORT,  SHALL BE DETERMINED BY BINDING  ARBITRATION IN
ACCORDANCE  WITH  THE  FEDERAL  ARBITRATION  ACT  (OR  IF  NOT  APPLICABLE,  THE
APPLICABLE  STATE LAW),  THE RULES OF PRACTICE AND PROCEDURE FOR  ARBITRATION OF
COMMERCIAL DISPUTES OF ENDISPUTE,  INC., D/B/A  J.A.M.S./ENDISPUTE  ("J.A.M.S.")
AND THE "SPECIAL RULES" SET FORTH BELOW. IN THE EVENT OF AN  INCONSISTENCY,  THE
SPECIAL RULES SHALL CONTROL.  JUDGMENT UPON ANY ARBITRATION AWARD MAY BE ENTERED
IN ANY COURT HAVING JURISDICTION. ANY PARTY TO THIS


                                        8

<PAGE>



INSTRUMENT,  AGREEMENT OR DOCUMENT MAY BRING ANY ACTION,  INCLUDING A SUMMARY OR
EXPEDITED PROCEEDING, TO COMPEL ARBITRATION OF ANY CONTROVERSY OR CLAIM TO WHICH
THIS INSTRUMENT,  AGREEMENT OR DOCUMENT RELATES IN ANY COURT HAVING JURISDICTION
OVER SUCH ACTION.

                  (A) ______ SPECIAL RULES.  THE ARBITRATION  SHALL BE CONDUCTED
IN MONTGOMERY COUNTY,  MARYLAND AND ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN
ARBITRATOR.  IF J.A.M.S.  IS UNABLE OR LEGALLY PRECLUDED FROM  ADMINISTERING THE
ARBITRATION,   THEN  THE  AMERICAN  ARBITRATION   ASSOCIATION  WILL  SERVE.  ALL
ARBITRATION HEARINGS WILL BE COMMENCED WITHIN NINETY (90) DAYS OF THE DEMAND FOR
ARBITRATION;  FURTHER,  THE ARBITRATOR  SHALL ONLY,  UPON A SHOWING OF CAUSE, BE
PERMITTED TO EXTEND THE COMMENCING OF SUCH HEARING FOR AN ADDITIONAL  SIXTY (60)
DAYS.

                  (B) ______ RESERVATION OF RIGHTS.  NOTHING IN THIS INSTRUMENT,
NOTE SHALL BE DEEMED TO: (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE
STATUTES OF LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS NOTE; OR (II)
BE A WAIVER BY THE LENDER OF THE PROTECTION AFFORDED TO IT BY 12 U.S.C. ss.91 OR
ANY SUBSTANTIALLY  EQUIVALENT STATE LAW; OR (III) LIMIT THE RIGHT OF THE LENDER:
(A) TO EXERCISE SELF HELP  REMEDIES SUCH AS (BUT NOT LIMITED TO) SETOFF,  OR (B)
TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY COLLATERAL,  OR (C) TO OBTAIN
FROM A COURT PROVI  SIONAL OR  ANCILLARY  REMEDIES  SUCH AS (BUT NOT LIMITED TO)
INJUNCTIVE


                                        9

<PAGE>



RELIEF,  WRIT OF POSSESSION  OR THE  APPOINTMENT  OF A RECEIVER.  THE LENDER MAY
EXERCISE SUCH SELF HELP RIGHTS,  FORECLOSE  UPON SUCH  PROPERTY,  OR OBTAIN SUCH
PROVISIONAL OR ANCILLARY  REMEDIES  BEFORE,  DURING OR AFTER THE PENDENCY OF ANY
ARBITRATION  PROCEEDING  BROUGHT PURSUANT TO THIS NOTE.  NEITHER THE EXERCISE OF
SELF  HELP  REMEDIES  NOR THE  INSTITUTION  OR  MAINTENANCE  OF ANY  ACTION  FOR
FORECLOSURE OR FOR PROVISIONAL OR ANCILLARY  REMEDIES SHALL  CONSTITUTE A WAIVER
OF THE RIGHT OF ANY PARTY,  INCLUDING THE CLAIMANT IN SUCH ACTION,  TO ARBITRATE
THE MERITS OF THE CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.

         18. ______ CONSENT TO JURISDICTION.  Each of the Borrowers  irrevocably
submits to the  jurisdiction  of any state or federal court sitting in the State
of Maryland over any suit,  action, or proceeding  arising out of or relating to
this Note.  Each of the  Borrowers  irrevocably  waives,  to the fullest  extent
permitted by law, any objection  that it may now or hereafter have to the laying
of venue of any such suit,  action, or proceeding  brought in any such court and
any claim that any such suit,  action,  or proceeding  brought in any such court
has been  brought in an  inconvenient  forum.  Final  judgment in any such suit,
action, or proceeding  brought in any such court shall be conclusive and binding
upon the  Borrowers  and may be enforced in any court in which the Borrowers are
subject to  jurisdiction  by a suit upon such judgment  provided that service of
process is effected  upon the Borrowers as provided in this Note or as otherwise
permitted by applicable law.

         19. WAIVER OF TRIAL BY JURY. EACH OF THE BORROWERS  HEREBY WAIVES TRIAL
BY JURY IN ANY ACTION OR PROCEEDING TO WHICH THE  BORROWERS,  OR EITHER OF THEM,
AND THE LENDER MAY BE PARTIES,


                                       10

<PAGE>



ARISING OUT OF OR IN ANY WAY  PERTAINING  TO (A) THIS NOTE OR (B) THE  FINANCING
DOCUMENTS.  IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF
TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR  PROCEEDINGS,
INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS NOTE.

         THIS  WAIVER  IS  KNOWINGLY,  WILLINGLY  AND  VOLUNTARILY  MADE  BY THE
BORROWERS, AND THE BORROWERS HEREBY REPRESENT THAT NO REPRESENTATIONS OF FACT OR
OPINION HAVE BEEN MADE BY ANY  INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY
OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT.  THE BORROWERS  FURTHER REPRESENT
THAT THEY HAVE BEEN REPRESENTED IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF
THIS WAIVER BY INDEPENDENT  LEGAL COUNSEL,  SELECTED OF THEIR OWN FREE WILL, AND
THAT THEY HAVE HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.


                                       11

<PAGE>


         IN WITNESS WHEREOF,  the Borrowers have caused this Note to be executed
under seal by their duly authorized officers as of the date first written above.

WITNESS/ATTEST:                        ARGUSS HOLDINGS, INC.



______________________________         By:______________________________(SEAL)
                                             Arthur F. Trudel
                                             Chief Financial Officer

WITNESS/ATTEST:                        WHITE MOUNTAIN CONSTRUCTION
                                         CABLE CORP.


______________________________         By:______________________________(SEAL)
                                             Arthur F. Trudel
                                             Vice President


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